I Hear A New World
by The Geeky Saxophonist
Summary: A continuations of Blackarachnia and Waspinator's story following "Predacons Rising". The two techno-organics find themselves on a primitive Earth with their.... descendants? A Beast Warsy-Transformers Animated story! Rated T, just to be safe.
1. Prologue

**QUICK AUTHOR'S NOTE: **I wrote this story last summer, and it's complete save for an epilogue. It's going to take me a bit to upload all 16 chapters, so hang in there!

I HEAR A NEW WORLD

A Transformers Animated Fan Fiction by Katie Y

PROLOGUE

Sunshine lit up and warmed up the surface of the planet Earth that faced the shining ball in the sky. The light was absorbed into the leaves of the trees of the woods, supplementing the plant while it blocked the forest floor from the harsh mid-day light, creating a perfect, semi-shady environment with a comfortable temperature.

A young cheetah was happily bounding through the land sheltered by the healthy foliage, pouncing on leaves that the wind stirred and sometimes shooting up the branches of the trees to look on ahead. But this was no ordinary cheetah, for he appeared to have mechanical parts showing on multiple parts of his body, thus techno-organic.

"Hah! I got you!" the cheetah, who was called Cheetor, cried happily as he pinned a leaf to the ground. He picked it up in his jaws and trotted ahead with his green eyes sweeping back and forth.

This was Cheetor's first time out without a senior Maximal keeping him in check. The young techno-organic was excited, eager to prove to his commander that he was a good warrior despite his age and that he'd received little training in combat.

Cheetor was feeling quite happy, sure his first outing would be nice and quiet without a hullaballoo. He hadn't seen nor sensed the energy signatures of his enemies no matter how hard he tried. It was perfect!

Suddenly the techno-organic cheetah felt a strange sensation which caused his pelt to bristle and circuits to tingle. He'd felt this energy once or twice before, but this seemed like an unnatural flux in its feeling. Cheetor wondered what it was called, and as he remembered the name, a blinding flash erupted in front of him.

The cheetah was knocked back by the force, tumbling backwards with an "oof." He quickly scrambled to his paws. That was a transwarp explosion, Cheetor thought, frightened. From what little he knew about transwarp energy, he had a feeling it was pretty bad.

Instead of calling his superiors like he knew he should, Cheetor cautiously approached the place where the explosion had occurred. The young 'bot's eyes flew open as he saw what had been transported into the serene forest—two Cybertronians, such as himself. They both gave off techno-organic signatures as he did, though they were somewhat different. The first one was mainly green, and completely dismembered. The other, a purple and black 'bot, was intact, although looked like they were in bad shape.

Cheetor crept forward to investigate. They both seemed offline at first but suddenly, the one in shreds began twitching and muttering unintelligibly. Cheetor recoiled, watching its arm drag the head as it tried to collect the bits of its wrecked body.

"Ew," he whispered under his breath, and then turned to the purple 'bot. He approached it and bent down to examine its faceplate, which was down against the ground. It suddenly turned its head to the side with a groan. Cheetor recognized it was a female 'bot. She tried to pull herself off the ground weakly, and the cheetah saw the faction symbol on her chestplate.

"By the Allspark!" he gasped, darting off. Cheetor wildly contacted his base via comm-link and frenziedly shouted "Primal, Primal! I think there was this transwarp explosion or something and these two 'bots appeared and one of them's wearing a Decepticon symbol so I think they're both Decepticons and—"

"Calm down, Cheetor. We'll be there right away," the commander responded, "Just send us the coordinates."

A few cycles passed before Cheetor saw his comrades coming. There were three of them, all techno-organics. The leader, who had the form of a techno-organic ape, approached the young 'bot. "Show us these Decepticons," he said firmly.

Cheetor nodded jerkily and ran ahead, with the leader and the two accompanying Maximals right behind him. The four approached the sight of the explosion. One of the 'bots, a large rat, whistled in shock.

"Woo, looks like a big explosion jes' happened here!"

The ape turned to the rat. "Yes, it does, Rattrap. Cheetor, did you say that green one was online?" he asked.

"Yeah, Primal, he was moving and muttering—" the cheetah glanced back at the destroyed body, and noticed it had ceased motion.

The third Maximal, a techno-organic rhino, approached the seemingly lifeless form. "His spark's still online, somehow. Doesn't look like he'll survive much longer, though," he delivered in a deep voice.

Rattrap, who had been looking at the purple femmebot, suddenly jumped. "Woah, this 'un's movin', Boss Monkey!"

The three techno-organic beasts gathered in front of the battered Decepticon, watching as she half-pulled herself up. She looked at the Maximals with shock visible in all four of her optics.

"Oh, you've got to be kidding me," she said weakly before falling back down into an unmoving heap.

The four 'bots looked at her, then at one another. Rhinox bent down to nudge her with his horn, but she didn't respond. "She's still online, though in a very deep stasis," the rhino said.

"What are we gonna do wit'er?" Rattrap asked.

The commander, Optimus Primal, closed his eyes and was silent, obviously in deep thought. He slowly opened his eyes after a few kliks, sympathetically staring down at the femmebot.

"There's something special about her. We can't leave her out here to die of energon interference. We'll bring her back with us, and keep her in custody until she's back online," Primal decided, and Rhinox nodded with approval. Cheetor had no idea why they'd want to bring a Decepticon back with them, but he wouldn't question his leader.

Optimus Primal walked over to the fallen femmebot and lifted her gently, his dexterous ape form helping a great deal, onto the back of powerful Rhinox.

"What about the other one?" Cheetor asked quietly, flicking his tail towards the green Decepticon.

"There's not much hope for him," Rhinox murmured, almost sadly, "He's probably joined the Well of All Sparks by now. We need to get this one back before she suffers too much energon interference"

The four Maximals, plus their unconscious Decepticon prisoner, headed for their base.

The sun beat down brutally on the barren landscape. The heat was near-unbearable to most of the creatures that lived in the miserable environment. With no shelter of lush trees or tall rocks, the high temperature made for one devastating environment. A flying dinosaur circled overhead, which was rather odd since they had been extinct for millions of years. This particular dinosaur was a red pteranodon with obvious robotic parts, making him a techno-organic.

The pteranodon, known as Terrorsaur, cawed angrily, looking for anything that could be happening. Nothing, as always, was occurring before him. He was extremely bored. Every single solar-cycle of his lifecycle since he had arrived on this planet was achingly the same—solitary patrol over empty, ugly, unfavorable land. He hated it.

"This is just great, skirraaaaah!" he crowed angrily, swooping towards the border between the territories of the Predacons and Maximals as that was where he supposed to be patrolling. He yearned to be under the shelter of the forest instead of the frying sun. "I wish something exciting was happening! Karraw!"

As if someone had heard his plea, a sudden, large flash lit up the edge of the forest, followed by a huge spike of transwarp energy.

Terrorsaur was startled and he quickly beat his wings in an about face, flying a good amount away from the interface in his fear. "Yikes, sirrawwwk!" he screeched, then inwardly scolding himself for shying off like that. The pteranodon maneuvered back around to face the Maximal forest. "I should investigate, kirraw. That will be more exciting then staring at the stupid, dusty ground!" he decided.

Carefully, he swooped down into the forest. There were no Maximals in sight, just a dismembered 'bot scattered all over the grassy ground. He picked up the faintest sign of life coming from the mess of circuitry and metal. How was it alive?

Terrorsaur jumped down in front of the 'bot and inspected it closely. He saw the Decepticon emblem emblazoned on a section of its chassis.

"Huzzah! Kraaawk!" the techno-organic pteranodon happily declared. A Decepticon ally is what he needed, and if he could save this wreck, then perhaps he'd be able to overthrow Megatron and take control of the Predacon force Terrorsaur was part of.

Terrorsaur began picking up bits and pieces of the 'bot in his beak and talons to fly back to his base. If he could get all of them into the CR Tanks, perhaps the Decepticon would recover and be his friend.

As the winged dinosaur returned with his first load of robot bits, he received odd glances from his fellow Predacons.

"Terrorsaur, what in the name of Cybertron is that mess you're bringing in here?" the second-in-command, Scorponok, questioned him.

"Kirrak! It is a Decepticon!" Terrorsaur explained, "He is online and I think he will be repaired if I get all of his pieces into the CR Tank, perhaps he may join us."

Scorponok looked doubtful. "You do that," he said as he walked off to tell Megatron.

Two other Predacons, who went as Iguanus and Quickstrike watched Terrorsaur bring the bits back gradually, each looking equally amused by the seemingly-silly thing the pteranodon-bot was up to. No one really knew what he was trying to accomplish, but Terrorsaur himself was sure of what was going to happen.

It took Terrorsaur a good deal of trips to get the rest of the Decepticon into the tank, he finished as night began creeping across the sky with the first sprinkling of stars. As he dropped the last few parts of the mutilated 'bot in the CR Tank, Terrorsaur peered in at him.

"Skirraw, I hope you will survive. I have plans and I need your help," Terrorsaur whispered so that no other 'bot could hear him. The red pteranodon could've sworn he saw a flicker in the purple optics of the mech.

The Decepticon was going to live. Terrorsaur knew it.


	2. Chapter 1

_NOTE: The following events take place around a deca-cycle (30 days) after the events of Transformers Animated episode 36, "Predacons Rising"_

CHAPTER 1

Nothing. That was all she had felt, heard, saw, sensed for an immeasurable amount of time, unsure if she was in stasis or offline. A few last scrambled datatrax occasionally repeated in a broken loop, tainted with the feel of excess transwarp energy. It was a constant struggle just trying to remember her own name, which often flickered between two correct-sounding monikers.

New voices began to permeate her thoughts along with strange energy signatures which were not wholly Cybertronian. They were vaguely similar, reminding her of her own unique signature.

Slowly, basic functions came back online, starting with optic sensors, albeit unfocused. She was able to register her surroundings—a Cybertronian structure, by the look of it. The unidentified signatures (which she now knew belonged techno-organics like herself) that had unwillingly become familiar flooded over her sensors as more and more primary functions were rebooted as she struggled in to an uncomfortable sitting position. Despite this, her memories were far off and engulfed by what seemed like static interference.

Two younger-looking 'bots were in the room, watching her intently. They must have been created from the same spark, as they bore a slight, but noticeable resemblance to each other in the faceplate. But one was obviously older, which puzzled her thoroughly. She had no time to ponder this interesting situation further, for the bigger 'bot had noticed her stirring.

"Woah, the 'con's coming to!" it spoke, obviously a female. "Cheetor, go get Primal!"

The smaller, a male, recoiled slightly in fear, and then nodded to his sister. He transformed into an organic beast, a small furry, spotted quadruped creature that sped out of the doorway, sliding around the corner.

Now fully online, she finally remembered the last name she had gone by—Blackarachnia. The 'bot in front of her was obviously a femmebot, as herself, which optics that held the most intense, concentrated focus. She awkwardly wielded a regulation-looking laser rifle in line with Blackarachnia's spark chamber.

"Sorry about this," the young female apologized, sounding almost sympathetic, "boss's orders. You seem harmless enough, though you _are_ a Decepticon."

The femmebot's optics reminded Blackarachnia of the winged, feathered Earth creatures she had seen on Dinobot Island. They dove out of the sky, grabbing smaller organics in their vicious clawed feet. Judging by the look of the organic parts on the 'bot's body, that was most likely her beast form.

Metallic footsteps echoed from the corridor.

"Oh, that's just our commander. He told us that he wanted to speak with you as soon as you were functioning again," her guard said, twisting her head slightly to watch the aforementioned 'bot enter with her brother and a large, bulky mech.

"At ease, Airazor," the commander-bot said. The female that had been watching her lowered the rifle with a swift salute. The mech had a vaguely familiar face which wore a very placid expression, pale blue-grey in color. A good amount of his sturdily-built body was partially obscured by slightly-shaggy brown fur, obviously techno-organic. Something about him reminded Blackarachnia of a certain 'bot she had known, but with the better part of her datatrax still scrambled, she couldn't quite put a servo on it.

The lager 'bot reminded her uncannily of Lugnut, but only by body shape. He had a very bulky and tough-looking build, but there was an air of wisdom and experience surrounding him. The little 'bot, "Cheetor" as he was apparently called, peeked out from behind the rough beast skin that draped loosely around the behemoth's waist like a human's clothing.

Airazor had joined her brother behind the boulder of a robot as they watched the proceeding events.

"I apologize for the hostility towards you," the brown-furred 'bot said gently to Blackarachnia, "It is only because you are a Decepitcon, the ancestors of our enemies, the Predacons."

Although what the commander was saying was definitely important, all Blackarachnia could think of the faint familiarity of his voice, his faceplate—someone who she'd been friends with meta-cycles ago where she'd trained—what was his name…?

The commander answered her question unknowingly. "My name is Optimus Primal, captain of the Maximal cargo vessel _Axalon._"

Optimus. A levee blocking her memories shattered as they poured forth, emotions churning like Lake Erie in a vicious storm: comradeship, hatred, happiness, the devastating feel of betrayal. Blackarachnia's processor reeled at the overwhelming flood, causing her to miss the next few things Optimus Primal said.

She pretended she had heard him; hopefully what Primal had said wasn't extremely important.

"Maximals…" the Decepticon whispered, trying her vocal processor for the first time in what seemed like a stellar-cycle. Her optics found the insignia emblazoned on the commander's chest: it was red like the Autobots', but in a much more elongated style that bore a fuzzy resemblance to an organic creature. "You must be the descendants of the Autobots," Blackarachnia ventured, an uncomfortable feeling rising inside her.

"Precisely," Optimus responded.

_My_ descendants! she thought, How far into the future am I? "Where are we?" Blackarachnia demanded, "and when?"  
"Earth, circa the Tertiary period," the Maximal commander replied, "millions of stellar-cycles before the arrival of Optimus Prime's crew and Decepitcon tyrant Megatron."

How could she be in the future AND the past at the same time? All this conflicting information was making less sense then anything Blitzwing had ever said.

"Wait… if you're from the future, how are you on Earth now?" more perplexing thoughts arose in Blackarachnia's processor. "How did _I_ get here?"

The hulking mech muttered something to Primal that sort of sounded like, "She doesn't seem to know either."

The brown-furred commander nodded sadly. Blackarachnia didn't quite understand why these Maximals were expressing so much concern for their enemy. Unless they somehow knew…

"Cheetor, Airazor, you are dismissed," the bigger 'bot spoke in a deep rumble of a voice. "You did a good job," he added in an almost affectionate tone, and judging by the look in his optics, he must have played a major role in their lives. The two siblings nodded with a quick "Thank you, Rhinox!" and bounded out of the room.

Optimus Primal had turned his attention back to Blackarachnia. He was wearing the same expression that her Optimus had worn when he had something big on his processor to discuss with her—usually Sentinel's latest "good idea" and the trouble he went through to cover it up.

"We're as unsure as you about how you got here, uh…" Primal began, stumbling as he realized he didn't know the Decepticon's name.

"Blackarachnia," she offered.

"Thank you," Primal smiled. "Cheetor—that young 'bot guarding you earlier—had picked up a large flux in transwarp energy while on patrol. He called us over and we found you and a completely dismembered Decepticon, a techno-organic like you," he explained.

Wasp! "Was he still online?" Blackarachnia asked, "Is he here?" Remorse coursed through her circuitry, she would only blame herself if his spark had gone on. What had she been thinking? Only about her self, as she always had. How stupid, she scolded herself silently.

"Cheetor said he has moving, but by the time we got there, he was pretty much offline. We only had enough 'bots with us at the time to take one of you back," Primal explained, "Rhinox here," he gestured to the huge mech, "felt you would pull through, so we brought you here."

"But why would you save your enemy? I didn't deserve to be saved," Blackarachnia muttered sullenly.

Primal fixed her with a firm stare. "First off, we weren't going to leave any 'bot out there with all that energon interference, Maximal or Predacon. Or Decepticon, even. No one should lose their spark that way." The female Decepticon wondered what "energon interference" was, it had to be pretty bad, but before she could ask, the large 'bot, Rhinox as she heard him called, was talking.

"And I made an interesting discovery while I was checking your systems. I was checking your coding and I noticed it didn't resemble any Decepticon programming I've ever studied. And trust me, I've studied a lot in my time." He cocked his head slightingly, looking at Blackarachnia with a studious gaze. "It matched Autobot programming at a core level, though it reflected our Maximal techno-organic coding," Rhinox explained. "I compared your remaining Autobot code to the old Cybertronian archives. It matched perfectly with that of the missing, presumably offline cadet Elita-1."

So Optimus and Sentinel never revealed her true identity and managed to erase her current status, and the only ones who knew of it know were these two Maximals. She wasn't sure if it was good or bad—if that was the reason they had kept the Decepticon online, it couldn't be too bad, considering what she'd done.

"What happened to you?" Optimus Primal asked gently, a simple question with a variety of meanings and complex answers.

Well, I have nothing left to lose, Blackarachnia thought, and related her whole story to Optimus and Rhinox. The two Maximals listened, focused and stern-faced. The further she got into the tale, more datatrax restored themselves, allowing her to end her narration with Wasp's transwarp explosion.

"You might as well just put me out of my misery, the AllSpark knows how badly I screwed up my lifecycle," Blackarachnia concluded softly, avoiding the optics of her Maximal audience. She heard Primal sigh gustily and approach her.

"Blackarachnia—you should know as well as I that the Autobots, as well as the Maximals, take the sparks of a weakened captive enemy," the commander told her, "You have a lot to offer, and you are as much a Maximal as I am, though you've been hiding that for countless stellar-cycles. The only reason you are a prisoner is because of the faction symbol you're wearing."

Rhinox spoke up, unhappiness obvious in his voice. "The excess transwarp energy plus the energon interference severely weakened your circuitry. I did the best I could to reverse it, but my calculations are pointing to you not regaining all of your strength—maybe only two-thirds, if you're lucky. You do not pose much of a threat to us." The huge Maximal's words were backed with such ominous certainty that hit Blackarachnia like a blast from Megatron's fusion cannon.

"Because of your origins, condition, and potential, I'm offering you a place among the Maximals," Primal said, a faint hopefulness edging his voice. These 'bots actually cared for her? Blackarachnia still didn't quite understand why.

"I'll consider it," she replied, unsure about the offer.

"Well then," Optimus Primal responded, "We'll leave you for now. There'll be a guard posted at the door, feel free to ask them for anything."

"And rest up, you're barely even halfway recovered," Rhinox added, exiting as Blackarachnia wondered how he managed to get his huge frame through the small doorway.

Just as Primal was halfway out, he turned to the femmebot. "It's time you've come home, Blackarachnia," he said softly.

Then he was gone. Silence echoed all around Blackarachnia, the room feeling much smaller without the Maximals. It seemed to urge her to make a decision.

The offer was so tempting, but she tried hard to resist it. It was the Autobots who turned her in to this, why should their descendants be any different?

But the more and more Blackarachnia pondered the deal, it became exponentially practical. The Maximals were all techno-organics like herself, so no one would know her only as the "techno-organic freak." And if she was really as weak as Rhinox claimed, then there'd be others to look out for her. The only thing that differentiated Blackarachnia was the fact she was currently a Decepticon.

I'll take it, she thought. I'll take it and retry my life, and this time do it right.

And with that, the now-former Decepticon clawed off the purple insignia that disgraced her chestplate.


	3. Chapter 2

CHAPTER 2

Waspinator had been aware of the heinous bodily damage he had acquired in the explosion. Yet, as he had tried to reform his dismembered body, he felt only a little pain, equivalent to a processor-ache. A processor-ache in his whole body.

Perhaps the great power the spider-bot had given Wasp was greater then he had imagined. Gleeful pleasure arose in Waspinator's mind. He'd survived damage that would offlined any normal 'bot, like that Bumblebot!

The techno-organic's optics suddenly flew open, and much to his surprise, he was submerged in some type of liquid. But it didn't matter… he was online!

Thrusting himself out of the tank, the crazed Decepticon screamed triumphantly, "Waspinator ALIVE!!!!"

A short, stocky techno-organic who had been looking at the tank jumped back, his optic visor gleaming brightly.

"Woah, Terrorsaur, your Decepticon puzzle just woke up!" he yelled in a startled tone.

A red flying beast shot into the room, resembling the Dinobot that had brought Wasp to the island where he was transfigured, though this creature was organic-looking.

"Skirraaawk! Already?" it screeched, transforming into a tall, lanky 'bot. His face wore a seemingly-permanent smirk and was adorned with small, narrow optics. "I told you he'd pull through, Scorponok! Go get Megatron!" the red 'bot said in a strange, slightly high voice.

The other, shorter 'bot nodded nervously and scampered off, obviously glad to leave the vicinity. He as definitely frightened of Waspinator, and that made him feel even more powerful.

The tall red 'bot turned to Waspinator, who was hovering above him. "Welcome, brave Decepticon. My name is Terrorsaur, the 'bot who brought you here, piece by piece, I am your friend," he said with a crooked, undaunted smile. "and allow me to be the first to welcome you to the _Darksyde!_" Terrorsaur exposed his wicked-looking teeth in a grin.

Waspinator perched on the edge of the tank, his vicious clawed feet curling over the rim. Leaning in close to Terrorsaur's face, he hissed, "Last 'bot who say was Waspinator's friend try offline Waspinator! If you try offline Waspinator, YOU offline!"

"Skirrawk, calm down, Waspy," the red 'bot squawked, a little rattled by the ferocity in the Decepticon's voice. "I won't do that, don't you worry."

Just then, a new voice echoed into the chamber, suave and authoritative. "So the Decepticon did come through, yes? I wasn't expecting him to recover even halfway."

"Those CR Tanks certainly get their jobs done, eh, Megatron?" the voice that belonged to the smaller 'bot Waspinator had seen earlier replied.

A tall, impressively built mech entered, with Scorponok in tow. He appeared to have a beast mode reminiscent of the largest of the Dinobots, most identifiable by the fearsome head that took the place of his right servo. The majority of his body was a pleasant purple in color, even the organic parts. He was a rather attractive 'bot with the air of superiority surrounding him.

The purple mech smiled at Waspinator. "Greetings, Decepticon. It is quite a pleasure to be in the presence of my kind's ancestor, yes." He elongated the last word in a peculiar fashion. Waspinator tilted his head, not sure what to make of the smooth-speaking 'bots words. "I am Megatron, leader of the Predacons, and I have a proposition for you."

This obviously wasn't the Megatron Waspinator had ever learned about back in the Autobot Boot Camp, meta-cycles ago.

"Your amazing durability is quite impressive, and it would be an honor to have you among my ranks," Megatron said, narrowing his optics as he continued. "Refusing my offer would be quite unwise, I advise you."

Waspinator's impulsive processor considered it for less then a nano-klik before launching himself at the Predacon leader, bellowing "No one tell Waspinator what he do!" He tore at Megatron's chestplate with all four of his arms, but the assault was cut short by a blinding flash that erupted from the mouth of the dinosaur head-hand. The Decepticon felt the littlest twinge of pain as Megatron smashed his chassis hard against the ground.

"You will obey my orders whether you want to or not, Decepticon. I will slag you as many times as it takes until you understand," the Predacon hissed. The 'bot stood up to his full height as he brushed off his chestplate. "Terrorsaur, Scorponok, get him in the CR Tank. I want him functioning in the next two solar-cycles," Megatron commanded, gesturing to the damaged Waspinator.

"Aww, Megatron, why'd you have to trash him again?" Terrorsaur complained, "He just got all fixed-up, skaraaawk!"

"Silence, Terrorsaur! Just do as I command," Megatron snapped, stomping off in a rage.

After the two Predacons lifted the smashed pieces of Waspinator into the CR Tank, Scorponok scuttled off, leaving Terrorsaur alone with the injured 'bot. He sat on the edge of the container, occasionally glancing at Wasp.

"Jeez, you can't catch a break, can you?" the red Predacon muttered, "You gotta be careful with Megatron's temper. Welcome to the Predacons, I guess, it's not like you have a choice or anything." He shrugged.

"How bad Megatron hurt Waspinator? Waspinator feel fine," the new Predacon wondered out loud.

"Skirraaah! You do not feel anything?" Terrorsaur responded, shocked, "Megs tore your little right arm clean off, and half you're chestplate circuitry's been exposed!"

"Really?" Waspinator asked, skeptically. He didn't believe it at first, but then he realized his second, smaller right arm wasn't responding. Terrorsaur was right.

"Scraaaww, you really are something," his companion muttered, shaking his head.

The red mech stayed on the edge of the CR tank for the whole repair period, which lasted at least a mega-cycle. The damage Megatron had inflicted was nowhere near as bad as that the transwarp explosion had caused, thus the time it took to patch up Waspinator was much quicker.

Finally Waspinator sprung out, shaking off the excess of the strange, healing liquid.

"Feeling better?" Terrorsaur asked, something almost looking like concern flicking behind his vibrant optics.

Flexing his arms, both dominant and vestigial, the freshly-repaired 'bot nodded. "Yes. Much better. Much."

The look in Terrorsaur's optics quickly retreated. "Come on then, you've got a lot to learn before you're a full-fledged Predacon, skirraaw, whether you like it or not."

The two 'bots left the chamber. Waspinator turned back as they exited, taking one last look at the CR Tanks. He had a feeling that he'd be in there often…


	4. Chapter 3

CHAPTER 3

Neither Decepticon nor full-fledged Maximal, Blackarachnia had gradually been allowed limited freedom around the _Axalon_ once she had discussed her decision with Optimus Primal.

She had become acquainted with the entire crew—Rhinox, the wise medic-mechanic-scientist-historian; Rattrap, energon miner and explosives expert; Dinobot, the Predacon recently turned Maximal; and the young siblings, Cheetor and Airazor. Most of them were cautious around Blackarachnia the first few solar-cycles. She couldn't blame them; just until recently she was believed to be an enemy. But these Maximals had already accepted a rival into their ranks. Primal must be a good judge of character, it seemed.

Rhinox taught Blackarachnia a goof deal of information about the current state of the Earth along with its creatures, also explaining how the Maximal and Predacon factions had arisen. Although the latter information was deemed more important by the historian, Blackarachnia was more interested by the organic life forms. She knew the names of each of the _Axalon's_ crew's beast modes and how they protected their Cybertronian forms from the energon interference.

For the first time, Blackarachnia realized how her techno-organic form was a good thing. It made her feel better about herself.

Gradually, the Maximals warmed up to her, one solar-cycle Optimus offered to bring her around their territory.

"Just looking at holo-maps isn't enough, you need to know the feel of the land," Primal explained, "though you cannot stay in your robot mode for much longer then a breem—the energon interference is bad in our territory and will severely mess up your circuitry."

The Maximal commander had added himself and the new recruit to the small, daily patrol that checked to make sure everything on their territory was in its normal condition and that no Predacons had made a move (Primal had explained that the bestial instincts their techno-organic forms gave them caused the 'bots to become territorial). This particular patrol consisted of the enthusiastic young Cheetor and the sullen Dinobot.

Both of the 'bots were outside the Axalon, waiting in their beast modes. As Cheetor wasn't more then a few stellar-cycles past protoforming, his beast mode reflected this with a slightly smaller, fuzzy and large-pawed form.

Conversely, Dinobot's beast form was the exact opposite of the little cheetah. He was a dinosaur, bearing slight resemblance to the Dinobots Blackarachnia had known. The particular species was called a velociraptor: a lithe, quick creature with devastating hooked claws and knife-like teeth.

Cheetor was bouncing happily around the lethal claws on Dinobot's feet, obviously full of uncontained energy to use on the patrol. "Settle down, fuzzbrain, or you'll be in stasis before we even begin," Dinobot barked at the cheetah, but the young 'bot gave no heed. The raptor tossed his head impatiently, snorting frustrated. He clearly wanted the patrol over with as soon as possible.

"Let's go," said Primal, transforming into his beast form, a human-like creature called an ape, and beckoned Blackarachnia to do the same.

As always, the switch to her organic form felt wrong. Only this time, it was because she hadn't transformed in a while, Blackarachnia decided, though Rhinox's words about her weakened state nagged at the back of her mind. The spider-bot pushed that to the back of her mind, trying to keep positive about the upcoming exploration.

As she exited into the outdoors with the ape, Cheetor ran over to the Primal. "Heya, Big Bot!" he purred with his tail wagging. He then noticed Blackarachnia, green eyes sparkling. "Wow! You've got such a cool beast mode! Can you climb walls and make webs and all those other things spiders do?" Cheetor asked curiously.

Blackarachnia didn't know what to says—no 'bot had ever said anything nice about her alternate form, let alone one who were just barely past protoform phase. She struggled to find a suitable response. Thankfully, Primal broke in.

"Calm down, Cheetor. You don't want to use up all your energon before the patrol, do you?" he scolded gently.

"That's what I've been trying to tell him," muttered Dinobot, tail flicking impatiently.

The juvenile 'bot shook his furry head. "No sir!" he replied courteously, sounding as if he'd answered that question many times.

"That's what I thought," Primal said, his human-like face curling into an amused smile. "Dinobot, why don't you scout ahead? Cheetor and I can show Blackarachnia around."

"My pleasure," the velociraptor responded in his gravely voice as he stalked off.

The other three followed at a slower pace, Primal pointing out landmarks his crew commonly used while Cheetor ran in a crazy, zigzag pattern, investigating every rock, flower, and leaf.

It was a pleasant day. The sun shone brightly and filtered artistically through the trees in the forest the Maximals had on their turf. This Earth, even though it was the same planet, seemed a much different place then the one Blackarachnia—mainly the absence of the human's abundant civilizations and the surplus of energon that was laced throughout the land. Perhaps she'd enjoy her techno-organic state more in this environment.

Cheetor was now padding alongside Blackarachnia, chatting away as some young 'bots did, totally undaunted by her threatening-looking spider mode. She couldn't help but take a liking to the innocent little 'bot that seemed to have accepted her already. While listening to the cheetah's ongoing narrative, she just about missed seeing Primal going ahead, catching up with Dinobot. The raptor had slowed down considerably.

"…and Optimus is training me so someday, I'll be a great warrior just like him! He's the best one I've ever met. My sister got to train on Cybertron but she didn't really like the whole fighting thing, she's more interested in sciencey things." The little cheetah rolled his shoulders in a shrug. "I don't get why, I think it's fun!" With that, the Maximal pounced onto a leaf that was stirred up by the wind, growling playfully.

"Were you a warrior when you were a Decepticon?" Cheetor asked, "Did you ever fight Megatron?"

Blackarachnia laughed softly. "Of course not, no 'bot in their right mind would fight Megatron, the only one who tried on a regular basis was Starscream. Trust me, he had a few loose screws," she responded. This earned a laugh from the cheetah. "And no, I wasn't a warrior—just a science officer."

"Just like Airazor!" Cheetor exclaimed. "'cept she's not fully trained yet. Rhinox is teaching her. She's tried to teach me some, but I didn't get it."

The two 'bots were nearly at the edge of the forest, where Primal and Dinobot were waiting for them. The velociraptor-bot was in his lanky yet sturdy robot form, crouching over a small shining patch on the ground.

"That's the edge of our territory, just beyond the trees—woah, looks like Dinobot found an energon deposit!" Cheetor exclaimed, "Come on, let's go check it out!" the spotted creature bounded away in a flash, leaving Blackarachnia to scurry after him.

There was indeed a patch of exposed unstable energon right along the interface. Cheetor cautiously was sniffing the smooth, glowing patch which peeked around the dusty grass. Dinobot's permanent scowl seemed deeper than usual, if possible. His bright red optics clashed with the deep blue of his faceplate. The former Predacon was emitting a low, frustrated growl. Primal was peering into the distance, worry creasing his beast mode's face.

"What's out there?" Blackarachnia asked, alarmed by the commander's sudden change in mood.

"Predacon territory," he said quietly. The ape grabbed the branch of a nearby tree, hauling himself up easily. "Come up here," he told the femmebot. Blackarachnia followed him up through the thin-leafed branches.

"See there?" Optimus said, pointing towards the barren landscape that laid itself out before them. Squinting hard against the bright sunshine, the spider-bot could see a large, silvery structure.

"Yes," she responded, an idea forming in her mind. "Is that the Predacon's base?"

Primal nodded grimly. "Yes. That's the _Darksyde_, where Megatron's forces are based." Looking down at the exposed patch of energon, he continued. "This deposit was just uncovered; by the recent rainstorm, I'm guessing. If it's a vein that runs even a few feet into the Predacon's turf, we could be in trouble."

Energon was the most important resource for all Cybertronians, and was also highly explosive in some forms. With the unstable, raw variant, who knew how much damage it'd cause?

"Can't you do a scan or something to see where it goes?" Blackarachnia suggested.

"There's too much energon interference, it's impossible," Primal explained. "The best estimate we can get is from Rattrap, who's mined energon for stellar-cycles. We've called him here to check it out." Anxiously looking back into their forest, the Maximal commander mumbled, "It's going to take him at least ten cycles to get here…"

The four 'bots waited in complete silence. Even Cheetor understood the severity of the situation. Finally, after what seemed like a whole solar-cycle, a large gray rat burst from the foliage, panting heavily.

"Here I am, Boss Monkey," Rattrap huffed, with a messy salute with his forepaw. "Where's dat energon yer worried 'bout?" He had a quaint accent, which made him somewhat hard to comprehend.

Optimus motioned to the troubling patch of energon. "Right there, Rattrap. Can you see if it's a vein, and how long it is?" the commander asked.

Changing to his short-statured robot mode with a wink, Rattrap responded, "Piece o' oil cake." The miner tapped it cautiously, and then walked along the suspected path of the vein, all while muttering to himself constantly.

As Rattrap's breem of safe exposure ran thin, he pulled himself back into his beast mode. The rat shook his head with a gloomy expression on his visage.

"What is it?" Primal demanded, uneasiness unhidden in his voice.

Rattrap raised his head. "Oh, it's a vein awright. It goes a'least a mile or so into our territory, an' Allspark knows how far it is into th'Pred's. An' there's no sayin' whether dey know o'not; an' if dey do…"

Dread dripped from the miner's last statement.

"We're all gonna die."


	5. Chapter 4

CHAPTER 4

It had been close to ten solar-cycles since Megatron had pressed Waspinator into service of the Predacons. At first, he didn't listen to his friend Terrorsaur's advice of staying on the Predacon commander's good side, subsequently earning the wasp at least five or six more trips to the CR Tanks. It wasn't very fun.

The crazed 'bot seemed almost mellow compared to his new faction, accepted immediately into the fearsome squad. They admired his ability to survive what would most definitely offline them. Unfortunately, this skill also demoted Waspinator to the unofficial rank of "punching bag." Others found beating up on the wasp-bot fun. Waspinator did not understand how it was fun.

It was early in the solar cycle. The sun had not quite reached its way over the horizon, casting long, ominous shadows throughout the dreary territory of the Predacons. That particular morning, Waspinator was watching two 'bots scuffling over a petty argument.

The smaller of the two, a Megatron-obsessive fire ant that went by Inferno, was in a heated argument with Megatron's personal guard, Rampage.

"You are not good enough to protect the Royalty!" Inferno shouted, "You are not even loyal to the Colony! I should be guarding my queen, not you!"

Waspinator snickered. Inferno's strange speech quirks were quite funny.

Rampage, a tank of a mech, suddenly grabbed the little red Predacon by the neck with a vice grip. Inferno looked shocked; this constant argument between them had never gone in this direction.

"Do you think I WANT to be Megatron's guard? Do you think I wanted my spark torn out for him to torture at his pleasure?" the tank of a 'bot snarled. Inferno struggled in a futile manner, kicking and flailing at Rampage's broad chest. The hulking Predacon didn't even flinch.

Waspinator watched with great interest, glad to see he wasn't the only one who got beat up around here.

"If I had my own spark to control, I would've taken that fool of a Predacon offline stellar-cycles ago," the mech hissed, "and you with him, you annoying little piece of scrap-metal!" Rampage's hands curled tighter around his neck, threatening to decapitate the little 'bot.

A large gray scorpion scuttled in, shouting at the combatants as he transformed into his robot form. "Hey—HEY! Rampage, Inferno, break it up!"

Rampage immediately released his grip and Inferno crumpled onto the floor, massaging his neck. Scorponok scowled. "If I see you two at it one more time, I'll report you both to Megatron," the second-in-command threatened. "Inferno, Megatron would like to speak with you."

Inferno instantly perked up, leaping to his stabilizing servos. "I'm coming, my Queen!" he declared, seemingly forgetting his near-death encounter with Rampage as he jovially bounded to the Predacon leader.

Scorponok turned to Waspinator, his narrow optic visor piercing him like a laser beam. "And you've been assigned to border patrol—again." His visor narrowed grimly. "You better get out there or you'll be spending another solar-cycle in the CR Tanks."

The routine of defying Megatron and ending up in another repair cycle was becoming awfully boring to Waspinator. He had not left the _Darksyde_ once since his arrival.

"Okay, second-commander," the wasp-bot answered, "Waspinator will go. Where go for patrol?"

Scorponok gestured with his claw. "Right out the main entrance, Terrorsaur should be waiting."

Waspinator buzzed noncommittally in response and stalked out.

"Remember to stay in your beast mode—too much energon exposure on your robot mode will wreak havoc on your circuitry!" Scorponok called after him.

As the new Predacon exited the _Darksyde_, he was greeted by a barren landscape, fringed with a large lava pool. Some of the molten rock had crept into the lowermost levels of the base. There were small smatterings of decrepit trees scattered throughout the dusty land, and a lone, flying Earth creature circled overhead, melancholy edging its cawing. It was a rather dismal environment.

"Skiraaaw, there you are." Waspinator turned at the sound of Terrorsaur's voice. The red pteranodon was perched in a dead, spindly tree. "Get in your beast mode, the unstable energon deposits are harmful to our circuitry," he warned, repeating exactly what Scorponok had said. "We can stay in 'bot mode safely for a few cycles." Terrorsaur cocked his head, regarding Waspinator with a perplexed look. "But with you, I don't know."

The new Predacon transformed into his wasp mode, not too keen to return to the CR Tanks. "Okay. Where Waspinator go on patrol?" he asked, sweeping his head back and forth as he surveyed the terrain.

"This is your first time out, right?" Terrorsaur squawked. "Skirraaaw, follow me." With that, the pteranodon spread his wings and propelled himself into the air. Waspinator followed, purple wings moving in a blur.

Being able to fly in open airspace was great for Wasp. He hadn't been able to try his wings like this since his transfiguration to his techno-organic form. This was great? Why had he refused all of those patrols before, where he could be doing this instead of slagged repeatedly?

"Waspinator like patrols!" he buzzed excitedly.

"Good, now I won't be alone all the time on my shift, karraw," Terrorsaur responded, clacking his beak happily. "Now then, over there's were we get most of our energon, it's most stable there…"

The pteranodon led the wasp around the Predacons' outlying territory, pointing out important features when they came. Finally, Terrorsaur led Waspinator down close to a sprinkling of trees that expanded further back to form a giant forest.

"This is the edge of our territory, just into that forest is the land of our enemies, the Maximals," Terrorsaur explained, indicating it with a sweep of his wing. "That's also where I discovered you in pieces."

Waspinator had a fuzzy memory of the place. He was trying to rebuild his mutilated body while muttering about his plans, but with no success. Before that was the strange explosion that had sent him and the spider-bot into this primitive world. Everything that happened prior to that didn't matter much to the wasp-bot anymore.

"Skirrah, it took me a full solar-cycle to bring all of your bits to the _Darksyde_," Terrorsaur said. Gesturing behind them, the pteranodon began scraping away some of the loose dust on the ground. A shiny surface emerged, glowing faintly. Waspinator curiously stretched his head forward to investigate it.

"Careful, Waspy, that's a vein of raw energon," the red dinosaur warned. "It leads at least another mile into our territory and probably an equal distance into the Maximals'."

The wasp backed away from the exposed energon, not wanting to get accidentally blown up and sent back to the CR Tanks. "What good unstable energon?" he asked, unsure where Terrorsaur was going.

The pteranodon whipped his head back and forth quickly, then leaned in close to Waspinator's audio receptor.

"You don't like Megatron, I take it," Terrorsaur began. Wasp nodded in agreement. He didn't really like that Predacon very much after how many times he'd been wrecked by him.

"I've been trapped in service of Megatron for stellar-cycles against my own spark's will, and skirrawk! I cannot stand him!" Terrorsaur whispered, a rather loud squawk escaping in the middle. "I've been planning to other throw ever since I discovered this vein."

Waspinator began to get the gist of what his new Predacon friend was saying. He nodded eagerly, buzzing "Go on."

"If we can lure Megs out here, away from that creepy body-guard of his or Inferno, it'll be easy to ignite this vein and blow up that oaf of a leader. And if we're lucky, take some Maxies out with him too!" the red dinosaur finished with a triumphant little hop-skip.

Waspinator thought it was a good plan. He didn't care far too much for the Predacon commander. "Waspinator liking your plan!" he responded.

"Skirraw! You haven't heard the best part!" Terrorsaur said excitedly. "You and I will take command of the other Predacons on our team once Megatron is out of the way, and then destroy the rest of the Maximals!" He giggled gleefully. Waspinator joined in, thrilled by the pteranodon's tactics.

"Now, you cannot let any 'bot know about this," Terrorsaur demanded, a threatening look flashing in his small beast eyes, "or we're both offline."

The techno-organic wasp swore on his spark he wouldn't, which satisfied his new comrade. The two Predacons then took to the skies, returning to the _Darksyde_ as if they'd been on any old patrol instead of plotting against their leader.

Megatron has it coming, Wasp thought as they entered the base that was now his home, whether he liked it or not. He and Terrorsaur were going to make sure of that.


	6. Chapter 5

CHAPTER 5

The news of the energon vein was alarming to all the Maximals. Who knew how much time was left until the Predacons discovered it and used it to blast them to kingdom come?

Rattrap was carefully trying to remove sections, but the process was slow and extremely dangerous. Primal constantly fretted over Rattrap's safety, but the rat just shrugged it off.

"Eh, don' worry 'bout me, Boss," Rattrap remarked, "Blowin' up's jes' part o' my job description. An' not jes' myself." With a smirk, he carefully bounced a small charge in his paw. The large rat scampered out, eager to blow some things up.

"Be careful!" Optimus shouted after him. Rattrap, already a good distance away, flicked his tail in response. The Maximal commander sighed in frustration. "Dinobot, will you go with him? He's going to blow himself up sometime."

"The vermin deserves to have some energon detonate in his faceplate," Dinobot muttered, garnishing it with a snarl. He reluctantly turned to his beast mode.

Optimus laughed softly, shaking his head after the velociraptor had stormed out. He turned to Blackarachnia, who'd been standing just outside the entrance to the control room, watching the proceedings.

"Those two are friends, they just won't admit it," Primal said, trying to cover up his concern for them. He genuinely cared for his team, even ones that were not protoformed as a Maximal like himself. That was an admirable quality.

Blackarachnia had figured that out about Dinobot and Rattrap, their constant threats and name-calling to the other seemed almost playful. Not a solar-cycle went by in the _Axalon_ without hearing the shouts "Chopperface!" and "Vermin!" exchanged.

"They're something," she replied. "Why'd you want to see me here?" the spider-bot asked, referring to the order Primal had given her around ten cycles back.

"I think it's about time you were put on monitor duty," Optimus said.

"Seriously?" Blackarachnia was, quite frankly, shocked. Did the Maximals already trust her enough to let her make sure nothing attacked their base? But she had been online with the 'bots for nearly a full deca-cycle now and hadn't tried anything remotely Decepticon-like. In fact, the thought of doing such a thing had not once crossed Blackarachnia's processor since she'd woken up.

"Yes, I'm serious," Primal smiled, "it's pretty easy, just watch the monitors for anything unusual. If a Predacons shows his faceplate, Sentinel is programmed to retaliate and protect the _Axalon,_" he explained.

"Right," the femmebot said. She knew Sentinel was just the name the Maximals gave to their security system, but it always reminded her of another Sentinel she had known.

"You'll be here if I need any help?" Blackarachnia asked.

"No, I'm going out to train with Cheetor."

"Rhinox?"

"He's out with Airazor."

"I'll be alone?" she asked, desperation bringing her vocal pitch up slightly.

"I'm sure you can handle it," Optimus reassured Blackarachnia, placing his hand on her shoulder. "If it all goes well, Rhinox and I have agreed that you deserve to become an official Maximal."

Blackarachnia blinked in surprise. "Thank you, Primal," she replied. "What'll the others think about that?" the former Decepticon added in a quieter tone.

"Don't worry; they know you've got a good spark. You'll do fine, I believe in you," Optimus replied in an equally quiet tone. Blackarachnia smiled gratefully.

Just then, Cheetor skittered into the control room in beast mode. Excitement caused his eyes to glow like twin suns. "Okay, I'm ready to go train, Big Bot!!" the young 'bot proclaimed, bouncing around happily.

"Calm down, Cheetor," Primal said sternly, a fairly regular command around the _Axalon_. The cheetah tried to suppress his energy with little success.

"Let's go! Let's go now!!" Cheetor said cheerfully, pacing back and forth, tail twitching as Primal gave his final instructions to Blackarachnia.

"Don't hesitate to call my comm-link if you need anything. Rhinox and Airazor should be back in a little over a mega-cycle, so keep a lookout for them."

The Maximal commander transformed into his ape mode, heading to the exit with the extremely enthusiastic Cheetor hot on his heels. Right before he was about to leave, Primal turned around as if he'd remembered something. "Oh, and Tigatron will be stopping by later in the solar-cycle. If you see him, let him in. He knows about you."

The femmebot nodded and watched the two 'bots leave. Cheetor yelled a goodbye over his shoulder with a flick of his tail as a wave.

"Have fun!" she called after them. Blackarachnia had taken a liking to her new Maximal comrades, especially Optimus Primal and the spunky, juvenile Cheetor. Perhaps this was where her spark was destined to end up.

The emptiness of the base was suddenly pressing down around Blackarachnia. She'd never been there completely alone, the lack of sound made her long to hear the normal sounds of solar-cycle to solar-cycle life.

"Ha, there's nothing to worry about, I've survived on my own for stellar-cycles," Blackarachnia reassured herself. Despite this, the to-be Maximal now needed others whether desired or not.

I should be concentrating on the task at hand, Blackarachnia thought as she sat down in front of the monitors. Familiar locations with no apparent action occurring at them decorated the screen, from the _Axalon's_ empty corridors to the forest to the beautiful waterfall right behind the base. A few animals stirred in the outdoor locations, but no threats.

The job got pretty tedious quickly. Within a few cycles, Blackarachnia's head was resting on her servo, fingers tapping away idly on the console. She counted every button on the large control keypad, which only took half a cycle at most. She was utterly bored.

The computer right next to the monitors contained all of the files that the Maximals used, from the Cybertronian Archives to the Maximal crew's own files. Desperate to do something, Blackarachnia slid over to the seat before the database while keeping one optic on the monotonous screen.

First she looked up Tigatron so she'd let the proper 'bot in if one did show. He was a mech with a sturdy, agile-looking build and a white tiger as a beast mode. This was their arctic scout. That's all Blackarachnia needed to know about Tigatron at the moment, so she started absentmindedly flipped through the files on Cybertron's history.

Rhinox had told her the name of the current Magnus, Lio. The 'bots who held Magnus before him were Magnaboss, then Rodimus, then Optimus, and before him, Ultra. Everyone before Blackarachnia had learned at the Autobot Academy, and Ultra Magnus had been leader at the time when she came to this primitive Earth. He had been old at the time, so he must have been replaced by a 'bot of her own age… and only one 'bot had been given the name "Optimus" at that time.

Blackarachnia open the datafile on Optimus Magnus. Just as she had suspected, it was the same Optimus who had trained with her back at the Academy, the one who had been her friend. He had become Magnus. The leader of Cybertron.

The image of Optimus was just as she had remembered him in appearance, minus the Magnus hammer clasped in his servos. Even with all of the hate she had developed for Optimus, Blackarachnia couldn't help but feel proud of him. The femmebot's anger faded as she suddenly realized that Optimus and Sentinel had caused her to gain the techno-organic form that placed her among the Maximals. As Blackarachnia had expected, both of her old friends had joined the Well of All Sparks millions of stellar-cycles ago. Curiosity tugged at her processor, bring her to read all about the reign of Optimus Magnus, all while keeping watch on the monitors.

Before long, a shaggy white-and-black striped beast appeared on the screens which watched over the surroundings of the _Axalon_. His voice came through on the base's radio.

"Hello, any 'bot home?" he called goodnaturedly.

It was obviously Tigatron. Blackarachnia scrambled to figure out how to open the door for the Maximal scout. She must have done something right, since the white tiger strolled through the now-open doorway. He dipped his shaggy head in greeting before going into his robot form.

"Hello there, you must be Blackarachnia," Tigatron said with a friendly smile.

"That's right," she responded. "And you're Tigatron, right?"

"The one and only."

"Nice to meet you."

"Same to you," Tigatron replied. He was a very positive, upbeat seeming 'bot. "Say, is Primal here?"

Blackarachnia shook her head. "No, he went out to train with Cheetor. Rhinox and Airazor should be back soon, though."

"Ah, I see," the tiger-bot responded. "You're that Decepticon Cheetor found, aren't you?" Tigatron asked, eyeing the empty place on her chestplate where she wore her faction symbol.

"Former Decepticon. Primal offered me a place among the Maximals, and I accepted," Blackarachnia explained, somewhat awkwardly.

Tigatron nodded. Thankfully, before things got tense between them, two techno-organic creatures entered the _Axalon_—a rhinoceros and a falcon. Rhinox and Airazor. The 'bots transformed and greeted their comrade.

"Welcome back, Tigatron," Rhinox rumbled, fondly clapping a huge hand on the tiger-bot's back. Airazor hung back coyly, not saying anything but her optics seemed to speak for her.

"Rhinox, Airazor, good to see you!" Tigatron said with a smile, though his gaze lingered on Airazor. Rhinox rolled his optics, but only Blackarachnia caught it.

"Off with you two," Rhinox shooed them playfully. "I'll call you back when Primal gets here, okay, Tigatron?"

The tiger nodded, grinning at the burly Maximal. The two 'bots needed no second invitation; they withdrew from the control room and disappeared into the corridors.

Rhinox huffed with mock disdain, though amusement glittering in his eyes.. "Those two can't seem to get enough of each other," he remarked to Blackarachnia, who had slip back into the seat before the screens. "No, no, you've had enough of monitor duty today. It's real tedious the first few times," the rhinoceros said.

"I can vouch for that."

The Maximal smiled at that. "I'll take over for you; I'm quite used to this task. Go rest up now, Primal's going to make you an official Maximal when he gets back." Rhinox eased his hulking frame onto the chair, optics firmly glued to the monitor. Blackarachnia was pretty amazed by how vigilant he was with such a boring job.

Following the medic's orders, Blackarachnia laid down on her bunk in the chamber that had been assigned to her. Excitement coursed through the almost-Maximal as she waited to receive the insignia that would finally give her an identity to be proud of.


	7. Chapter 6

CHAPTER 6

Megatron had called all his Predacons to a group meeting, though the caller hadn't yet shown. Waspinator and Terrorsaur were waiting with their comrades, although hanging out near the back of the crowd. Being some of the smallest and easy-to-beat-up 'bots, they were a prime target for bored Predacons when the solar-cycles dragged along uneventfully.

Their teammates milled around impatiently, at the moment taking no notice to the techno-organic wasp and pteranodon. The strange cobra-scorpion mix, Quickstrike, was engaged in a friendly scuffle with the artillery/explosives expert Iguanus. The formidable Rampage stood, obviously in total boredom, tree trunk-like arms crossed across his huge chest. Inferno paced back and forth, frantically muttering something about his queen, with the spider scientist Tarantulas giving him an odd stare. Scorponok stood at the head of the crowd, trying to look authoritative.

"Skirrraah, what is taking Megatron so long?" Terrorsaur grumbled.

As if on cue, the tyrannosaurus-bot entered. "Ah yes, thank you all for showing up on such short notice," Megatron said smoothly, regarding his band of fighters. "I have some interesting information for you, yes."

The Predacon commander extended his left hand as if inspecting it for any flaws. "Most of my patrols—" he paused, giving Terrorsaur and Waspinator an angry glance, "—have reported an increase in Maximal activity along the interface between our territories. We can only infer that they are planning an attack to wipe us out and claim all of the energon on this planet that rightfully belongs to me. We cannot let them catch us unawares, no. We cannot allow them to keep all this precious energy to themselves, either."

Megatron spread his arms in a grand gesture, topped with a bloodthirsty grin. "Do you know what this means, my dear Predacons?"

Quickstrike jumped up excitedly. "Awright, Boss Bot! We're finally gonna tussle wit'dem Maximals!"

"Precisely, Quickstrike," Megatron replied. War cries arose from the belligerent crew of battle-starved Predacons, who had been confined to the monotonous duties of patrols and maintenance for over a deca-cycle.

"Settle down, everyone," the Predacon commander demanded. "We still need to formulate our plans for the battle. We cannot allow ourselves to slip up and become overwhelmed, no."

Rampage snorted. "Seriously—_us_ defeated by the Maximals? The peace-loving fools barely even know how to fire a regulation rifle!"  
Megatron approached his enslaved bodyguard, patting him on his hulking shoulder. "Ah, silly Rampage. Never jump to conclusions about our enemies. Do not forget they were the ones who caused the _Darksyde_ to crash onto this dusty, primitive planet. They have a lot of potential, those Maximals, and you should know best out of all of us, yes."

The crab-bot gave Megatron a stare that promised death to the leader, which the tyrannosaurus-bot just laughed at.

"Just remember who your master is," the Predacon purred, darkness underlying his voice, as he lightly pressed a strange container that hung from his waist. Rampage suddenly recoiled slightly, optics clamped shut with a near-inaudible wail of distress and pain. Waspinator flinched, wondering if Megatron could do that to him, too.

The commander walked away nonchalantly from the ailing mech. He was looking at something above Waspinator's head. At first, the wasp-bot though Megatron was looking at him and Terrorsaur, but instead he addressed a 'bot Waspinator had never even heard of.

"Onyx Primal—yes, I see you up there—come here." Megatron called sternly.

A dark shape swept down from the ceiling of the chamber. Waspinator and Terrorsaur jumped back, each with a shriek. The Predacon commander shook his head disgustedly at the two startled techno-organics.

The strange creature—a bat, Waspinator thought it was called—changed into a small, slender, dark-colored mech. He pulled out a huge, black blade, the point digging into the floor, and knelt before Megatron. "Lord Megatron," he addressed in an ominous voice that sounded like metal being dragged along stone.

"'Lord Megatron', I like that, yes," Megatron said happily. "Onyx, I am giving you the privilege to offline any Maximal foolish enough to cross onto our land."

"Yes, my Lord." Onyx Primal hissed. "Thank you." There was a feral glint in his optic that gave Waspinator the creeps.

Megatron turned to face the swarm of Predacons. "Scorponok, Iguanus, Tarantulas, come with me. I require your council. The rest of you, dismissed," he finished with a shooing flick of the servo. The four Predacons, leader and lieutenants, filed out while the "lower" 'bots dispersed.

Waspinator nervously looked around the room, looking for the eerie Onyx Primal.

"Karrah, do not worry, Onyx keeps to himself and far from the _Darksyde,_" Terrorsaur explained, seeing his friend's worry. "He's left for Allspark-knows-where he stays."

"Bat-bot very creepy 'bot. Waspinator not like," the wasp-bot buzzed, whipping his head back and forth as he almost expected Onyx to melt from the shadows with that lethal black blade.

"I cannot blame you, skirrah. Onyx Primal is a professional assassin, some say he used to be a Maximal. I don't trust him," Terrorsaur muttered.

Quickstrike had joined the two Predacons. "I agree wit'you, Terrorsaur," he said, optics darting back and forth like Waspinator's currently were. "That 'bot gives me th'willies. Can't trust 'em further then you c'n throw 'em." He shuddered.

"Why Megatron trust Bat-bot anyway?" Waspinator asked.

"Skirrah, Onyx is loyal to Megatron, even though he'll assassinate any 'bot who pays him enough. Anyone but Megatron," Terrorsaur explained, looking largely disappointed.

"'nuff talk 'bout that creeper," Quickstrike butted in, clearly uncomfortable. "We better get warmed up for the li'l hoedown comin' up, eh?" He winked and clenched his clawed hand eagerly, gesturing with his cobra-headed arm.

"Good idea, kraah. I haven't seen you fight yet, Waspinator," Terrorsaur said, already following Quickstrike to the exit.

The odd ensemble of beasts—a giant was, an extinct pteranodon, and a cobra-tailed scorpion—must have looked extremely weird to what little local wildlife thrived around the _Darksyde_. Waspinator was excited to see how his fellow Predacons fought, also a bit unsettled since he hadn't learned much in the way of combat in his lifecycle.

"Where we going?" the wasp buzzed curiously, taking in the route so he'd know how to get there and back.

"Where we train," Quickstrike responded, the cobra head perched on his tail turning to look up at the airborne Waspinator. "There's th'least amount o'energon interference in that area, so w'can stay in 'bot form longer. Get more work done tha'way."

"Skraaah, it's right ahead," Terrorsaur called back, a few yards ahead of his comrades. His long beak was angled towards a small grove of scraggly trees, but they were the most lush-looking ones Waspinator had seen on the whole Predacon territory.

The three beasts arrived in the patch of trees one after another. Quickstrike had transformed into 'bot mode, punching the air rapidly with lightning-fast, jerky strokes like a cobra's quick strike. That's probably where the scorpion-cobra got his name from. Terrorsaur circled above overhead in his pteranodon form while cawing, warding off the few creatures that roosted in the small grove.

Waspinator perched in one of the trees, looking down at Quickstrike. "How long can stay as 'bots?" he asked.

"L'il over twenny cycles, I reckon," the scorpion-cobra said. "'nuff time to get a good bit o'sparrin' in. Hoy, Terrorsaur, get down 'ere!"

Terrorsaur stooped into a sharp dive, screeching a primeval war cry. The nano-klik before he crashed on the ground, he whipped into his 'bot mode. A pair of cannons sprang out of the Predacon's shoulders, emitting a rapid stream of ammo.

Quickstrike easily dodged the barrage of fire. The cobra head darted out at Terrorsaur as if it had a mind of its own, which at this point, Waspinator would've been surprised if it did. It finally found its teeth imbedded in Terrorsaur's foot, flinging him against the ground.

"KRAAAAWK!" the pteranodon-bot screamed, wrenching his stabilizing servo free and rolling from the punch from Quickstrike's clawed hand that crashed down just mere inches from his faceplate. The scorpion-cobra lunged at Terrorsaur, arms pumping back and forth in a blur of blows.

The red Predacon dodged, taking to the air once again. "Come on, Waspinator!" Terrorsaur called, beckoning with his hand.

"Yer missin' all th'fun, Waspy!" Quickstrike shouted, laughing gleefully. These 'bots were truly in their elements.

Waspinator excitedly turned to his robot mode, quickly darting into the sky. "Here, Wasp, you go in after Quickstrike and I'll give air support, skirraaw," Terrorsaur suggested.

Waspinator nodded in approval, flexing his claws anxiously. "You haven't fought in your techno-organic form yet, kraaw? Just let your beast instincts take over!" Terrorsaur recommended.

"Hurry up, you two, we're wastin' cycles!" Quickstrike yelled impatiently from the ground.

"Go in now, Waspy!" Terrorsaur commanded, his shoulder-cannons springing out again.

Waspinator shot down towards the yellow and teal mech, unsure what to do. Just let instincts take over, he thought, He decided to charge Quickstrike, who stood in front of him, poised to strike hard.

"Here w'go, haha!" Quickstrike laughed, his optics glinting wildly. The cobra head darted out at Waspinator. The wasp-bot sped out of the way in a mere nano-klik, the cobra's teeth barely grazing his leg. Quickstrike made another go at Waspinator, but was intercepted by a wall of gunfire, rattling out of Terrorsaur's twin cannons.

"Dangnabbit, Terry, I almost had 'im!" the scorpion-cobra cursed. Terrorsaur responded with a barking laugh and another volley of fire.

Seeing that his mock-opponent was distracted, Waspinator flung himself at Quickstrike. At the last possible klik, the mech spun about, catching the wasp-bot unawares. The cobra head struck out towards Waspinator's chestplate.

"Haha, now I gotcha!" Quicksrike cried triumphantly, but the techno-organic wasp hadn't been striken—the head was being held tightly grasped in Waspinator's two vestigial arms, less then half an inch from his chassis. With a smug look, the Predacon grabbed Quickstrike's arm with his two larger arms.

"Oh slag."

Waspinator slung Quickstrike into the air with devastating force. The wasp-bot followed with wings beating in a blur. He joined Terrorsaur, who delivered one last strafe at the falling Quickstrike, which exhausted his ammo. The scorpion-cobra-bot landed with a dull thud.

"Skraaw! Great work, Waspinator!" Terrorsaur praised, high-fiving his teammate, perhaps four-fiving in the wasp-bot's case.

On the ground, Quickstrike leapt to his stabilizing servos. "Yikes, you're one wild Pred, Waspy!" he called. "That was crazy! Hahaha!" The Predacon jumped from foot to foot, exhilarated, propelling his clawed fist into the air. "Those Maxies got it comin'!" He changed into his strange beast form, scuttling back to the _Darksyde_ with excited battle cries.

Terrorsaur returned to his pteranodon mode, flying after Quickstrike with Waspinator in tow. "Skraaw, we'll practice again tomorrow. Iguanus can outfit you with a rifle or two; then we can switch roles," he explained.

"Sound like good plan." Waspinator buzzed approvingly. "Waspinator like."

"Skirraw, we will be quite the devastating team, eh?" Terrorsaur said happily with a clack of his beak.

The wasp nodded eager to fight again. This was his true purpose—destroy, or be destroyed. And the latter wasn't even that bad for him. Life as a Predacon was the way for him, Waspinator decided.


	8. Chapter 7

CHAPTER 7

Her first solar-cycle wearing the insignia of the Maximals went along wonderfully and Blackarachnia finally felt accepted for the first time since she gained her techno-organic form. Primal had sent her on a patrol without a senior warrior, just with her little friend Cheetor. As always, he was hyperactive, the excitement of Blackarachnia officially joining the crew didn't quite help calm him. Nonetheless, they had fun.

As the Maximals had given Blackarachnia more and more trust and acceptance, more and more of her amiable original personality had emerged. Now, the only thing making her different from her primary form of Elita-1 was the techno-organic state of her body. In fact, she had almost managed to forget most of the actions she regretted.

A few solar-cycles had passed since that day, probably a little over a quarter deca-cycles. It was currently morning, with sunlight brightly illuminating the base. The _Axalon_ was relatively tranquil, save for the sounds of Cheetor and Airazor in a play-scuffle and Rhinox trying to get them to quiet down some.

Blackarachnia had just awoken from her recharge cycle. The new Maximal got up slowly, there was no rush. She stretched her lithe form to get the feel of her circuitry before heading leisurely to the control room to see what Primal wanted her to do this solar-cycle.

The spider-bot ran into Rattrap on the way. The miner was eagerly packing up a cache of explosives that would be rather difficult to carry for such a small 'bot. He seemed as psyched as always about blowing up the energon vein. Rattrap perked up even more, if it was possible, when he heard Blackarachnia approaching.

"'ey, if it isn't our new Maximal!" The rat-bot greeted with a wave. Blackarachnia tried to ignore the charge we held in that servo.

"Hey Rattrap," she replied, "How's the energon vein coming along?"

Rattrap grinned and gave her two thumbs up. Once again, the femmebot tried to ignore the explosives he was holding so close to her. "It's comin' apart nicely, wit'only a little struggle. Surprised th'Preds haven't used it yet to blow us to smith'reens." He shrugged.

"Keep up the good work, then," Blackarachnia encouraged, not wishing to get blown up by the enemy. She started heading for the control room.

"'Ey tanks, congrats on th'Maximal insignia too!"

She smiled at that. It was great being part of the _Axalon's_ crew.

As the femmebot rounded the corner, she saw Cheetor and Airazor standing just outside the doorframe. The voices of Optimus, Rhinox, and Dinobot floated out, undoubtedly in a serious discussion.

"Are you two eavesdropping," Blackarachnia scolded gently in a whisper.

Cheetor nodded enthusiastically. "Yeah!" he whispered, voice full of excitement. His sister cuffed him gently over the head.

"Quiet, little brother," Airazor hushed, hazarding a quick glance around the corner to make sure they hadn't been heard. Anxiousness pierced her yellow optics. "They're talking about the Predacons—they haven't made a move in a while. Dinobot thinks they're up to something," she explained quickly to Blackarachnia.

Even though she knew it was wrong, curiosity got the better of Blackarachnia. She joined them in listening.

"…they must think we're plotting to destroy them, they know that they're wanted for theft, murder, so many dishonorable things. They're definitely coming in to our territory to check and see if they're right. Probably offline us, too," Dinobot growled darkly.

Rhinox sighed heavily and Primal remained silent. "You're sure of this?" the rhino-bot questioned.

Dinobot snarled, his typical response to any question. "I was protoformed a Predacon, and stayed under Megatron's command long enough, I should now," the velociraptor-bot grated, "It clearly wasn't the correct path for me."

"And we're grateful to have you on our side, Dinobot," Optimus responded. "We'll have to brace for attack if you are so sure."

"I suggest having a 'bot or two in to infiltrate the territory—when the sun is highest so their assassin Onyx Primal will not be out. He cannot stand the sunlight; thank the AllSpark that the skies are clear today. Our 'bots can alert us of any troop movement," Dinobot offered.

"That's a good idea," Optimus complemented. "Who would be best, you think?"

Rhinox sounded reluctant, but his decisions were backed by smart, strategic thinking. "I'd say Tigatron. He spends so much time out in his beast mode that he knows the Earth like nobody's business. Sometimes I think he's let his beast instincts take over his primary functions at times! And if we needed an aerial view…oh, by the Magnus hammer, I'd hate to send her… our only flier is Airazor."

When the femmebot hear her name, she stiffened. Cheetor found her hand and gripped it hard.

"I don't want to send her on such a dangerous mission, but her beast mode blends perfectly into the natural wildlife of the Predacon's territory. She wouldn't be suspected."

"She's trained as a warrior, she can hold her own," Optimus said, almost sounding like he was trying to comfort himself. "Plus Tigatron will keep her safe, we know that." Both he and Rhinox laughed quietly.

"Dinobot, tell Rattrap not to mine the vein today… I have the feeling this solar-cycle will end with a battle, we can't risk to lose one of our 'bots when we need them most," Optimus said, suddenly serious.

"Yes, Primal," Dinobot responded, sounding almost delighted, either about the battle or delivering the message to Rattrap.

"You're dismissed, then. Rhinox, call in Tigatron and Airazor, we need to send them out ASAP."

"Yes, sir."

The three listeners had darted down a hallway away from the corner to avoid detection by the counseling Maximals. Airazor was clearly full of apprehension, but was bravely trying to conceal it. Cheetor had his arms wrapped tightly around her torso.

"You can't go into the Predacon territory like that," he mumbled into her chassis.

Airazor pulled him back gently, their identical optics staring in to the other's.

"I'll be fine," the falcon-bot reassured her brother. "Tigatron will look out for me. And I've received some combat training too—I'll make sure I'll come back, 'kay?"

Brave words, Blackarachnia thought. The young femmebot certainly had a large reservoir of courage, although she wasn't used to using it in warfare.

Cheetor nodded, and Airazor pulled him close to her chestplate. Siblings among Cybertronian were rare, but what few there were shared extremely close bonds. These two Maximals were no exception.  
Finally, Cheetor reluctantly backed from the embrace. "Rhinox'll be looking for you now. You _have _to come back," he said sadly.

His sister nodded. "I'll go find him."

"Good luck," Blackarachnia called after her. Airazor smiled gently in response, then left her companions.

Cheetor stood stock-still for a few kliks after Airazor departed before turning to Blackarachnia with arms outstretched. She knelt down and held him. He was incredibly worried for his sibling, and any 'bot of his age shouldn't have to be troubled with things like this. No one deserved this.

A good three mega-cycles had passed since the departing of the infiltrators. Optimus Primal had gathered all of the _Axalon's_ crew into the control room, ready to depart at the first notice of an oncoming Predacon strike force. Primal had taken on his role of military commander, optics dark and faceplate serious as he handed out his final orders before their departure.

"Rhinox, Dinobot, Rattrap, you'll join me on the front lines; Tigatron too if he's got enough power. Cheetor, Blackarachnia, hold back and keep up steady fire against the Predacons. They've got a few fliers and we need you to keep them back." Optimus glanced at Cheetor. "I'm sorry I didn't get to train with you too much with the rifle. I was planning on it, but I waited too long. You know how to use it, right?"

Cheetor nodded solemnly. The rifle looked so awkward in his servos.

"Good. Airazor will join you if she's got enough strength. Only enter the mêlée if we become overwhelmed. I hate bringing you two along, but we need all the help we can get." The commander turned to Rattrap. "Rattrap, no explosives unless we're out of the range of fire."

The rat-bot waved his arms in a defense movement. "'ey, I'd never t'row anyt'ing explosive if dey'd blow you guys up wit'em."

"I know, but I just want to make sure you're careful. We can't risk losing anyone." Straightening up, Primal commanded, "All right everyone, beast modes. Let's roll out."

The assortment of techno-organic creatures left the safety of their base into a now dangerous environment. The Maximals wordlessly traveled to the boundary line where they would wait to receive their comrades and face the Predacons when the word arrived. Slowly, but surely, the border grew closer and closer. Anxiety coursed through the circuitry of some of them, excitement in others. One thing was certain—no Maximal would abandon their position, no matter what happened.

A spark-wrenching amount of cycles passed before a message was received through Primal's comm-link. The _Axalon's_ crew waited in tense silence as the commander listened.

"The Predacons are coming," Primal said simply.

Not even a cycle later, the Maximals sighted a large falcon speeding towards them—Airazor. Further in the distance, a creature that strongly resembled a tiger drew nearer.

"Here's they come," Rhinox said, sounding relieved, although anxiously pawing the ground with a huge foot.

In mere kliks, Airazor made an ungainly landing on the dusty ground, chest heaving as she sucked in air to supplement her organic components. Cheetor stood over her fretfully with Optimus right alongside him.

Suddenly the femmebot's eyes flew open. "Primal, sir, they've dispatched all of them!" Airazor panted, "All nine!"

"Nine?" Primal sounded slightly surprised. "They must have found another…"

"Oh, we're so dead—us 'gainst nine Preds? Fuggedabout it!" Rattrap despaired.

Dinobot rounded on him with a vicious snarl. "Hush, vermin!"

The rat backed from the raptor's ferocious teeth. "'ey, 'ey! Dose Preds are expert fighters, an' what're we? A bunch o' scientists an' maintenance 'bots who were never meant to fight! Plus, dat Megatron an' Rampage, are worth a'least two, t'ree 'bots a piece!" he squeaked, "Face it! We're all gonna die!"

Dinobot was preparing to attack the little rat-bot when Primal furiously shouldered his way in between of them. "Stop it, you two! Now's not the time for this!" His teeth were bared in a frustrated scowl.

"Tigatron's here!" Blackarachnia called over the commotion. The white tiger's flanks were heaving as if he'd been running for a full solar-cycle.

"They're only about…. Half a mile…. Behind me," he gasped. "Should be here in… no less than five cycles."

Rhinox lumbered over, gently pushing Tigatron into a laying position. "Rest up. We need all the help we can get against the Predacons."

"I'll be fine in a moment," the tiger-bot whispered, closing his vibrant green eyes. Airazor, nearly recovered from the exertion, leaned against her younger brother's leg and watched over Tigatron as Rhinox explained their plans to the two Maximals.

The tiger-bot's words were true, and in the suggested time, the Predacons force was in sight. They bore down with frightening speed, led by a gargantuan Tyrannosaurus Rex. He was followed by two large scorpions, a giant lizard, a bulky spider, and a monstrous crab. In the air, a pteranodon and a large wasp flew with alarming speed.

"Predacons, Terrorize!" the giant dinosaur shouted as they drew closer.

At the same time, Primal yelled a similar command: "Maximals, maximize!"

"Best of luck to all of you," the commander wished as both side took to their 'bot forms and charged.


	9. Chapter 8

**NOTE:** In this chapter, the viewpoint is switched constantly from Blackarachnia and Waspinator—I hope it's not too hard to follow!

CHAPTER 8

"Forward, Predacons! Destroy the Maximals!" Megatron bellowed, firing at the enemy force at the border.

Waspinator surveyed his opponents quickly—lots of small 'bots made up their force. This would be easy! And there was a familiar faceplate among them that stood out, suddenly becoming the center of the universe to the wasp-bot.

"Spider-bot!" he exclaimed furiously, zipping forward, prepared to offline her as soon as possible.

"Skirraww! Wait, Waspinator!" Terrorsaur called from behind.

Waspinator took no notice. He streaked ahead and lunged towards the spider-bot that had tricked him, betrayed him.

"Here they come!" Airazor shouted, raising her rifle to the skies and opening fire. Cheetor and Blackarachnia followed her example. The advancing aerial Predacons moved so quickly that they couldn't get a lock on him.

Blackarachnia squinted hard, trying to focus on her target. The 'bot was a greenish blur, darting about at an amazing speed. Suddenly he dove down, right at the new Maximal.

Recognition dawned and dread rose in her circuitry. The femmebot had seen this Predacon's visage before,

"Wasp," she gasped.

The techno-organic Blackarachnia had created in hopes of removing her own organic components towered over her, optics burning with hatred and the light of battle. Stunned to know that Wasp was still alive, Blackarachnia froze. Thankfully, shots from Airazor and Cheetor's guns thudded into the Predacon's chestplate.

The wasp-bot screamed, not in fear but frustration. He returned to the skies hastily.

"Kraaaaaaw! What are you doing?" Terrorsaur screeched as Waspinator joined him in the air. "We didn't come here to be target practice dummies for the training Maximals!"

Waspinator snarled nastily in response to his companion and shouted to Blackarachnia, "Waspinator offline you, spider-bot!" He tried to attack again but was yanked back by the pteranodon-bot.

"Waspinator!" Terrorsaur barked fiercely. "Get your head on straight! You can't go charging into a swarm of Maximals with rifles like that! Kirraw, we can't have you nonfunctioning just half a cycle into battle!"

"You… not… tell… Waspinator… what to do!" the techno-organic wasp shrieked indignantly.

"Karrak! You will listen or I will leave you to be shredded by the Maximals!" Terrorsaur roared, optics full of unbridled fury. "And not bring your sorry bits to the CR Tanks!" he added, remembering Waspinator's amazing durability.

Waspinator snorted impatiently, but didn't throw himself back into the fray. He'd prefer not to lay around, rusting in bits. He'd rather fight. Rip the spider-bot limb from limb. The wasp-bot looked for her, but she had disappeared into the Maximal force.

The initial shock of seeing Wasp faded, now replaced with regret and alarm. That 'bot wanted Blackarachnia dead.

Cheetor was fumbling with a new clip for the rifle. "That's that 'bot I thought was offline!" he called. "Why does he want to kill you?"

"Long story," Blackarachnia called back, firing at the flying red Predacon. The energon interference was taking a toll on her circuitry—Rhinox was right. She had been severely weakened. The femmebot felt her strength waning rapidly, despite that she'd been in 'bot form for a little over two cycles. She needed to take some energy from a Predacon and make herself useful.

The rest of the Maximals weren't faring too well; it wouldn't be long until Primal needed Blackarachnia and the two siblings to join the front line. Rattrap's words were right. They weren't all warriors unlike these Predacons.

What few fighters there were among the Maximals were holding their own, although just barely. Optimus was locked in one-on-one combat with the fearsome Megatron, the Predacon neatly dodging Primal's twin curved blades that moved like whirling dervishes. Rhinox's two chain guns' ammo store had run dry, and now he and the huge crab-bot were delivering astounding blows to the other, well-matched in size and strength. Dinobot was obviously winning his battle with the scorpion-bot, the velociraptor's twisting blade dancing neatly around the Predacon's chassis.

Unfortunately, the smaller Rattrap and Tigatron were overpowered by the Predacons not engaged with the Maximal warriors. The dreaded command was shouted.

"To the front lines, everyone, now!"

Waspinator and Terrorsaur were shooting at the Maximals from the air. They heard the command of the ape-bot and Terrorsaur grinned wickedly.

"Skirraw, you hear that, Waspy? We've got the upper servo now, those puny Maximals don't stand a chance in the front lines! Kraaaw, they should be defeated easily," he cawed triumphantly.

But all Waspinator cared about was taking Blackarachnia's spark and crushing it to bits. He looked around, frustrated, but was unable to find her.

The Predacons were ruthless, Blackarachnia learned quickly, giving her little to no chance to dodge blows from their fists or shells from their weapons. She felt on the verge of collapse. I need more power now, the femmebot thought desperately, optics darting from Pred to Pred.

She finally decided to entice over a teal-and-yellow 'bot with arms that darted back and forth in lightning speed punches. He howled with glee over the whole ordeal. And just her luck, he had noticed her.

The mech came at her, a wicked glint in his optics. "Hey, what's a pretty li'l femmebot like you doin' in the middle of a battle, huh?"

"Why don't you come over here and find out?" Blackarachnia responded, quite disgusted with herself that she had to return to her old, seducing tactics.

The Predacon laughed and advanced. Before he got even a few steps from his place, Blackarachnia launched herself on to him, ramming her pincers hard into his chassis. The 'bot's power flooded into here circuitry along with his combat abilities. The Maximal instantly started pummeling the poisoned Predacons with his own strength.

Waspinator had seen the spider-bot's energy-siphoning move before and he knew she was definitely stronger than before. Nonetheless, the urge to kill her took over and he swooped in with a howl of rage. Terrorsaur shot after with an angry squawk.

The Predacon crashed into Blackarachnia at an incredible speed, knocking them both hard against the ground. Waspinator tried to trap her against the ground but she kicked up—hard—into his lower torso, flinging him backwards.

"Skirraw! Get back up here, Waspinator!" Terrorsaur wailed.

"No!" Waspinator shrieked back, charging at the femmebot a second time. "This personal! Not involve you!" The wasp-bot was about to drive his larger, clawed hands into her chassis, but the Maximal neatly sidestepped.

Meanwhile, Terrorsaur had figured out where Blackarachnia had gotten these reflexes and power. "Waspinator—she's taken Quickstrike's power somehow… you've practiced against him enough, remember?"

The recognition of the moves dawned on the techno-organic. This would be much easier then he anticipated. He had defeated the scorpion-cobra on his first practice bout.

But Blackarachnia didn't attempt to attack Waspinator. She looked at him pleadingly, dodging every single blow he tried to land on her chassis.

"Wasp, please—I don't want to hurt you. I already did enough wrong to you! I'm so sorry!" she tried to apologize rapidly.

The Predacon finally caught her off-guard, snarling and flinging her back onto the ground. He dug his claws hard into her shoulders so she had no means of escape. Blackarachnia desperately pummeled Waspinator's chest with Quickstrike's furious punches, but the strength and speed began to decline. The wasp-bot took no notice.

"Too late for apologies. You lie to Waspinator. You try to kill Waspinator," he hissed angrily. "You give Waspinator powerful body though. Allow Waspinator to show you what he can do."

He ripped his left claw out of the femmebot's circuitry and prepared to plunge it into her spark.

Blackarachnia was certain these were her last kliks before going offline, but strangely, her lifecycle didn't flash before her optics like many 'bots said happened. That's odd, the Maximal thought quickly. The crazed techno-organic Predacon's claws were just about to deliver the final blow when suddenly, a blur of fur and machinery knocked Waspinator clean off of her with a mighty snarl.

A trio of techno-organic beasts that seemed to have materialized from the foliage had thrown themselves into the fray. They plowed through the Predacons like a well-sharpened blade through weak armor.

Blackarachnia's personal savior was a wolf-like creature, though strangely enough, he had a pair of feathered wings and the taloned feet of an eagle instead of forepaws. The techno-organic creature was pushing Waspinator's faceplate into the ground.

"Excuse me, good Maximal," he said courteously, "But you looked like you needed some assistance."

"Um, yeah," the femmebot replied, a bit dumbfounded by the whole near-death experience. "Thanks."

"My pleasure," the wolf responded, bowing his head. "Ah—hold on a cycle."

Waspinator had jerked back up, raging at the Maximal while the flying red Predacon started laying down wild clips of ammo. The wolf-bird quickly changed to his robot form which was obviously designed for combat. Wielding twin serrated blades, he took to the air after the red 'bot. Waspinator followed hot on his heels.

The Maximal warrior nearly lopped of the red Predacon's two shoulder cannons, causing him to shriek angrily but back off. He wanted to survive this encounter; it was the same as the traditional Decepticon way of fighting.

Waspinator flew like a berserker at the strange winged Maximal, emptying his gun at the mech. He easily dodged the blitzing attack. The Maximal advanced rapidly with his two swords prepped to slice Waspinator into scrap-metal if he didn't back off.

Reluctantly, the wasp-bot pulled back, snarling all the way. Terrorsaur winged up alongside him. "Kraaaaaw!" he screeched heatedly, "Three new Maximals have appeared! They tricked us!" The pteranodon-bot snarled angrily. "The battle is lost!"

Waspinator looked down at the mêlée. Indeed, the tiring Predacons were really taking a beating from the fresh Maximals. A huge, strong mech was tearing at Rampage with vicious claws while a smaller, stockier one was forcing Iguanus, Tarantulas, and Inferno back with huge bursts of firepower. The winged one he and Terrorsaur had just been defeated by joined the smaller Maximal in pushing the Predacons back to their side of the border.

Megatron was distracted by this commotion, unaccustomed to seeing his troops losing. The enemy commander's blue blades were slamming into the tyrannosaurus-bot's arms, distracting him from his weapons.

"No—NO!" Megatron snarled in a rage. The Maximal commander was pushing him further and further back. This warded off the remaining Predacon force into cowering behind him. "Do NOT retreat! I'll personally de-spark you before you even reach the _Darksyde_! Worthless scrap-metal, destroy these Maximals!" Megatron bellowed.

Nonetheless, the troops continued backing off. The purple Predacon barked more threats hoarsely, now faced with the three new arrivals as well as their leader. With a yowl of pure fury, Megatron finally shouted the order of retreat.

The Maximals let out a ragged, yet triumphant, cheer as their enemies retreated back into their own territory. Optimus Primal looked as exhausted as any one of the _Axalon's_ crew but managed to keep the commander air around him.

"Maximals, gather. Is there anyone offline?"

The winged 'bot offered his servo to Blackarachnia to help her to her feet.

"Are you alright?" he inquired, realizing that she needed more than the assistance of one servo to get back up.

"I've lived through worse," Blackarachnia responded, allowing the Maximal to help her to her stabilizing servos. She winced in pain, risking a glance at her shoulder. Wasp had done quite a number on them. The circuitry was exposed and most likely badly damaged, plus the strain of being in 'bot mode with the energon interference made the femmebot feel on the verge of collapse.

The Maximal warrior supported Blackarachnia firmly as they went over to Primal, aware of the severe damage. "I'm afraid I didn't catch your name," he said, almost apologetically. "My name is Silverbolt."

"Blackarachnia," she responded. All the spider-bot wanted to do at the moment was go into a nice, long recharge cycle.

"Well then, Blackarachnia," Silverbolt said, "I'll see that you get back to the _Axalon_ safely."

Primal looked over his troops, injured and exhausted. "Thank the Allspark we didn't lose anyone," the commander said gratefully. "Beast modes, let's get back to the base."

The crew transformed into their variety of beats and limped away from the scene of the battle. Two other techno-organic beasts besides Silverbolt had joined the crew—a burly grizzly bear and a bulky warthog. They, along with the wolf-eagle, appeared to be in peak condition while the other Maximals were in horrible shape.

Cheetor had luckily escaped major damaged but was numb with battle shock. He leaned on the ever-sturdy Rhinox for support. Airazor had gone into semi-stasis, her entire energy store near-depleted. Tigatron carried the falcon on his broad back, looking equally tired. Dinobot was sullenly stooped over with Rattrap blindly trailing after him. Every now and again the raptor had to nose the rat into the right path when he started drifting towards a tree or boulder.

Primal was walking between the bear and warthog. "Thank you, Grizzly-1, Razorbeast…" he glanced at the wolf trotting alongside Blackarachnia. "Silverbolt. Without you, we definitely would've been slaughtered by the Predacons."

"Not a problem, Primal," Grizzly-1 responded. "We were sent here to make sure somethin' like that wouldn't happen to your crew. Looks like we showed up in the knick of time."

"Your aid is appreciated," Optimus replied thankfully. "We'll need all the help we can while we recover from this battle."

The eleven beasts slowly made their way to the _Axalon._ Although the Maximals had been victorious, it would take a long time to repair their wounds before all of them could be able to take on another skirmish like that. Hopefully that wouldn't happen for a good time…


	10. Chapter 9

CHAPTER 9

Waspinator and Terrorsaur were unceremoniously dragging their badly damaged comrade, Quickstrike, back to the _Darksyde_ after the Predacons' retreat had been called. Everyone else ran off leaving the near-wrecked Quickstrike to die. They needed all the forces they could, so the two fliers remained to drag him back. Unfortunately, the forms of a wasp and pteranodon were no good for this task.

"Skirraw!" Terrorsaur cawed angrily. "Those stupid slag-brained worthless hunks of scrap-metal," he cursed darkly. Waspinator was not sure whether he meant the Maximals or the Predacons.

The wasp-bot remained quiet, though extremely livid inside. He had come so close to offlining the spider-bot but that stupid winged Maximal had prevented him from doing so.

Quickstrike wasn't faring to well from his encounter with Blackarachnia. Her venom had made him oblivious to his injuries. Perhaps it wasn't the poison's fault, since his eyes rolled dreamily back in both his scorpion and cobra heads.

"Gosh, tha'Maximal was awful purty," Quickstrike sighed. "D'ya think she likes me?"

"Shut up," Terrorsaur muttered around the segment of the cobra-scorpion's tail that he had gripped in his beak. Waspinator remained in his furious silence, pushing Quickstrike with his head.

The trio of 'bots arrived at the _Darksyde_ a good half-mega-cycle after the rest of their troop. The Predacons were mostly all gathered in the repair ward. There was no appointed medibot, so most 'bots just treated their own hurts or went into the CR Tanks if they were severe wounds. Waspinator and Terrorsaur dumped their lovesick cargo into a CR Tank, glad to be relieved of him.

Waspinator had amazingly escaped with little damage, though he had to ask Terrorsaur just in case he had gotten some horrible wound he was unaware of. Nonetheless, the mech felt in top running order. Terrorsaur, on the other servo, was quite upset about the loss of his shoulder cannons. The pteranodon-bot was consulting weapons-technician Iguanus about the situation.

Other than the dealing with Iguanus for Terrorsaur's replacement firearms, there were few verbal exchanges between the Predacons. They were all sullen and tense. No one could believe that a small band of Maximals had defeated them.

All of a sudden, Megatron stormed in with anger radiating off of him like heat from the sun. Scorponok stood beside him with an expressionless faceplate. Megatron's face was contorted in a furious scowl. The big mech was clearly struggling to control his rage.

"All of you. Get your sorry afts up to the main chamber within the next five cycles," Megatron growled through gritted teeth. He held back a snarl and abruptly turned to stalk out. Scorponok glimpsed over the Predacons with a somewhat sympathetic look before following after the infuriated commander.

The 'bots glanced from one another nervously. When Megatron was in this mood, they had a lot to be worried about. Full of trepidation, the Predacons filed out in complete, dread-filled silence.

Megatron stood stock-still, watching his troops enter before him with a cold, disgusted look in is bright red optics. The Predacons grouped in front of him, conglomerating as if blending in to the others would protect them from Megatron's wrath. Every 'bot avoided the commander's optics. Even Inferno eluded his gaze.

The Tyrannosaurus-bot finally began, each word punctuated with extreme, spike-tipped precision. "I expected you to easily defeat the Maximals, yes. I expected you to take each and every one offline, especially Optimus Primal and the accursed turncoat Dinobot. And what do I get?" Megatron leaned forward menacingly. "A whole squadron of warriors, defeated by a weak team of scientists and peacemakers with a nasty trick of concealed reinforcements! You should have sensed them! By the AllSpark, my own warriors could not sense three extra Maximals hiding in the brush, no!"

The commander's voice exploded in a vicious snarl. "This… is… UNACCEPTABLE!" Megatron stalked forward, visibly forcing down his rage with little success. "How can I possibly get anywhere near achieving a position of high command with only a dysfunctional squad of glitch-laden excuses for Predacons under my command?" Megatron looked from 'bot to 'bot, as if waiting for someone to pipe up with an answer. "I cannot!" he burst. The Predacons backed off considerably.

"I do not want to see any of your ugly visages any longer, no. Go. Now." The commander hissed, flicking his hand as if an unfavorable creature had landed there.

His force needed no second invitation. They scrambled out quickly, diverging into small groups as they tried to get far away from Megatron and hoped that he hadn't sent Onyx upon them.

Terrorsaur pulled Waspinator aside into the small chamber where they took their recharge cycles. "Skraah… he's really slagged off," Terrorsaur crowed with nervousness darting around his optics as if he expected Megatron to pop out somewhere to blast him. "Sooner we get him offline, the better."

Waspinator just grumbled nonsensically. He crouched on his bunk forlornly. Terrorsaur squawked angrily.

"Quit moping around, Waspy, there'll be plenty more chances for you to kill that femmebot."

"Shut up. Leave Waspinator alone," he grunted sullenly.

The red Predacon _humphed _and sprawled out on his own bunk. "Well then, you'll be over this in a solar-cycle or two, I've seen it before in others, skirraw." Terrorsaur muttered, half to himself before retracting into a recharge.

"Waspinator not 'over this' in solar-cycle," the crazed 'bot buzzed. "Waspinator never 'over it'. Not until spider-bot offline." He had had his chance and missed it. And now, there was another 'bot he wouldn't mind putting in the Well.

Reluctantly, Waspinator curled up and went into recharge, haunted by his failures.

Megatron didn't show himself for a good quarter-deca-cycle after their loss to the Maximals, which left Scorponok in charge of the Predacons. They were mostly getting over the battle, although some occasional fights broke out when 'bots started blaming each other.

Terrorsaur's shoulder-cannons had been replaced by Iguanas, and he was itching to try them out. He kept trying to drag Waspinator out to the training clearing to get a feel for the new weaponry but Waspinator flat-out refused. He was still unset about his inability to kill Blackarachnia. All the wasp-bot did now as go on his assigned patrols then retire to his chamber to brood. Terrorsaur got increasingly annoyed and frustrated with him.

One solar-cycle the pteranodon-bot approached Waspinator with arms crossed angrily. "Okay. What is going on with you?"

Waspinator didn't respond.

Terrorsaur snarled fiercely. "Kraaw! This is about you and that Maximal, isn't it! Just forget about it or offline her already!"

"That what Waspinator trying to do!" he hissed back. "Other dumb Maximals get in Waspinator's way. Want ALL Maximals offline!"

"Don't we all, skirraw. I could always help, you know?"

"Waspinator can do it himself."

"And see how that turned out!" Terrorsaur snorted.

Waspinator snapped, and made to attack his friend but Terrorsaur backed off with a sharp barking noise.

"Awk—Stand down, Waspy! I was gonna offer to help you take that Maximal offline!"  
The green techno-organic tried to charge again. Terrorsaur grabbed a hold of his arms with a frightening grip.

"Listen to reason, glitch-head! Slagging me's not gonna help anything! You might as well accept my assistance and stop sulking about this whole situation!" the pteranodon-bot crowed. In a quieter tone, he added: "You're helping me dispose of Megatron; I might as well return the favor, karrawk."

Understanding slowly washed away the battle rush throughout Waspinator's processor. The easier it was to take offline the spider-bot, the better. And Terrorsaur could distract her from the real threat of himself. This _was_ a good idea!

"Alright, Terrorsaur. Waspinator accept help." He replied, although still somewhat miffed.

Terrorsaur let go of the Predacon's arms. "Good decision, skirraw. Once Megs is out of the way, we'll get that femmebot out of commission." The mech took to his beast form. "Let's go. Patrol. Training." Waiting for no second opinion from the wasp-bot, the pteranodon walked in his odd, awkward gait his beast mode gave him towards the exit.

Waspinator reluctantly followed. The only thing still on his processer was the destruction of the Maximal.

The patrol went uneventfully, as always. Terrorsaur was constantly muttering about how they'd get Megatron out along the vein but Waspinator paid no notice. He was beginning to think Terrorsaur was more insane than he. As they neared the border with the Maximals, an uncomfortable feeling along with something vaguely like a Cybertronian energy signature spread throughout his sensory circuits.

"Terrorsaur—not recognize signature. What is this?" Waspinator buzzed questioningly.

The interface was now in view, and three shapes were moving through the trees.

"Maximals, in beast form. Skirraw, probably a patrol like us," Terrorsaur cawed, swooping ahead of Waspinator. "We'd better go check."

The wasp and pteranodon set down on a ragged, gloomy tree that had been so unfortunate to miss the lush forest by mere feet. The Maximals stayed on their side, with them the techno-organic velociraptor Waspinator knew as Dinobot, a burly grizzly bear, and a stout warthog. Two of the 'bots were those who had turned the Predacon's victory against them. The three beasts had sighted Waspinator and Terrorsaur and slowed down considerably.

The dinosaur scowled, sharp teeth glinting with sunlight. "Terrorsaur, you and your little friend better stay on your side or I'll personally beat the slag out of you. Both of you," he added with an angry glance at Waspinator.

"Don't hog them both!" the warthog snorted, pawing the ground eagerly.

"Razorbeast—we don't want to start anything now," the bear muttered sternly. His tiny eyes were locked firmly on the two Predacons.

"Dinobot, skirraw, how do you like working with those weak little friends of yours?" Terrorsaur squawked raucously as he leaned forward.

Waspinator wondered what he was doing when suddenly a sharp snarl sliced the air. "Do not insult my comrades like that, needle-nose. You Predacons know nothing of respect and honor, and that is why you are so unsuccessful at everything you do," Dinobot hissed darkly. "It is disgusting."

Terrorsaur's eyes flashed. "You traitor! You're probably telling the stupid little Maximal High Council all of our secrets, skraaw! Betraying your own ancestors and kin, is that honorable, huh?" The pteranodon barked a bitter laugh. "I _knew_ all that junk about honor that you spouted was pure slag!"

The raptor made as if to lunge and attack Terrorsaur, and most likely Waspinator too in the process. Luckily, the bear and warthog shouldered their way in front on the enraged Dinobot.

"Stand down," the bear growled throatily.

The raptor straightened up, still a dark look lurking in his eyes. "Never insult my honor to my faceplate again if you wish to live another solar-cycle, Terrorsaur," Dinobot demanded. His eyes narrowed threateningly. "Never."

The Maximal patrol then set back into their land, with each beast occasionally throwing their heads over their shoulders to see if their enemies had followed. Soon the trio was obscured by the rich foliage of their land, and Terrorsaur took to wing.

"Why you do that?" Waspinator asked, flying directly behind the red pteranodon.

"Kraaw, that traitor Dinobot used to be our second-in-command, but now we know he was a fraud, just here to betray us to the Maximals," Terrorsaur spat contemptuously. "He's totally lying about that whole honor thing, that's what I think. Skirraw, he _is_ fun to taunt though."

Waspinator still didn't understand how that was fun, but Predacons methods of entertainment were rather odd in his opinion.

The two Predacons traveled to the training grove, Terrorsaur trying out his new weapons with gusto. Waspinator knew this was for usurping Megatron, but he couldn't help but think about destroying the Maximal that had betrayed him, like all the others he had known as an Autobot, and the time thereafter…


	11. Chapter 10

CHAPTER 10

Grizzly-1, Razorbeast, and Silverbolt's arrival had been a blessing to the battle-weary Maximals. As the wounded recovered, they generously patrolled the borders to ward off any potential Predacon threat.

Affairs in the _Axalon_ gradually turned back to their original state as they recuperated. Cheetor had finally gotten over his battle shock after four solar-cycles, while his sister Airazor was restoring to fully functional order. Rhinox, ever the wise mechanic, was even able to repair Blackarachnia's badly mauled shoulders to their proper working order.

The rest of the Maximals' wounds had been nowhere near as severe as the three weakest fighters' had been, physical and emotional. Primal soon was adding the _Axalon_ crew back to the daily patrols and even sent Rattrap back out to mine away the energon vein.

Grizzly-1 explained that the Maximal High Council had sent the three of them to help defeat the so-called small band of rogue Predacons so the Maximals would be able to safely harvest the energon and conduct whatever science expeditions they needed. Primal smirked at that.

"Looks like they misunderstood my transmission," the commander said with a shake of his head.

"Sure did," the bear-bot responded. "As soon as I saw all of those Preds, I knew it wasn't a 'small band.' That High Council, sheesh…"

"But we do need a few more warriors, that's for sure," Optimus said, "We weren't sent out here for a combat operation."

Even though they now outnumbered the Predacons, they were far from overpowering them. Three of the Maximals were not good for fighting while the opponents had two large mechs with strength equivalent to that belonging to at least three 'bots. They'd just have to deal with what they had.

It was morning now, maybe a quarter-deca-cycle since the big skirmish with the Predacons. Blackarachnia felt much better now, though still shocked from the fact that Wasp was alive and wanted her offline.

Cheetor was back to his chipper, over-energetic self, happily tearing through the base. The Maximal warrior Silverbolt was telling him to slow down, he was going to mow some poor 'bot down. Instead, Cheetor decided to interrogate Silverbolt on everything he knew about fighting.

The poor mech was being hit by a barrage of silly questions, like any young 'bot was liable to do. Silverbolt was doing the best he could to answer but clearly unused to being around younger Cybertronians.

The questions got increasingly ridiculous, such as "Can you fly?"

Silverbolt glanced over his shoulders at his wings. "Uh… yes. I do have wings…" he replied.

"Awesome!!" the little cheetah-bot said, ready to fire another inquiry when Blackarachnia intervened.

"Jeez, Cheetor, give the poor 'bot a break," she said, pulling the young 'bot against herself and playfully giving him the robot equivalent of a noogie. "Go bother your sister."

Cheetor smiled up at Blackarachnia, optics twinkling mischievously. "I'll tell her you sent me!" he called as he ran off.

"Sorry about him," Blackarachnia apologized, "He's barely past protoforming, and they're like that."

Silverbolt smiled. "That's quite alright. I haven't been around 'bots of that age since I was one myself. They mean well."

The two Maximals wandered aimlessly through the _Axalon_ for a bit, waiting for an assignment from Primal. None seemed to come this particular solar-cycle, with the addition of the three warriors and the visiting Tigatron, there were fewer jobs to be done.

It was now mid-morning, as signified by the increasing sunlight entering the base. A nice, laid-back solar-cycle was what the crew needed and today finally seemed like the ideal time. Even Primal thought it to be; therefore he dispersed the Maximals to do as they please for the time being. They needed some down-time, he claimed. A few diligent 'bots remained on duty by will only, such as Rhinox with the monitors and Dinobot out stomping along the border with the Predacons. He had almost gotten into a fight with one of his old comrades and wanted to make sure they stayed off his faction's territory.

Summer was approaching, evident by the increasing temperatures. All of the Maximals felt the intense heat through their organic components, and most resorted to their bestial instincts to prevent overheating.

Most of the 'bots stuck close to the _Axalon_, which had conveniently crashed-landed near a large waterfall and river. The techno-organics enjoyed the feeling of the water on them; it was cooling to their bodies.

While most rambunctiously splashed around the in the river, Blackarachnia shied back. The memory of drowning in Lake Erie with the winter ice sealing her in was too vivid in her processor. The femmebot's organic components had almost failed from lack of breathable air, which almost took her spark offline.

Good thing she was out of the river, too. The mechs were in a huge play-brawl which flung water droplets every which way. The three newest techno-organics were obviously having a blast discovering these new experiences. All of the 'bots in the water—Grizzly-1, Razorbeast, Silverbolt, Tigatron, Rattrap, and Cheetor—were thoroughly drenched. Optimus Primal supervised from shore to make sure no one got too rough, especially with young Cheetor and the small-framed Rattrap.

The solar-cycle proceeded lazily, the perfect day off. As noontime arrived with an increase of heat as well of altitude of the sun, the Maximals tired some, a few gradually meandering into the cool hallways of the base.

Cheetor was last out of the river. He bounded over to the tree where Blackarachnia was resting and shook out his soaking pelt, splattering the femmebot with water.

"Hey, watch it!" she said, backing slightly. Cheetor just smiled the way he did in his cheetah form and laughed. He butted his head against one of the spider-bot's legs in a cat-like fashion before curling up in the sunlight for a stasis nap.

Blackarachnia looked about for the others and saw Primal and saw him dozing in a tree while Tigatron seemed to have left the presence of the _Axalon_, probably looking for Airazor. Grizzly-1 and Razorbeast had gone back inside the base, and Rattrap must've wandered back to the energon vein he loved blowing up so dearly. A dull thud and squeal of joy in the distance confirmed that.

Suddenly Silverbolt appeared from the above, pelt fluffy from the wind. He must've been flying about to dry the wetness from his fur. He folded his wings against his back with a nod of greeting to Blackarachnia.

"This planet is quite beautiful," Silverbolt remarked, trotting over to the femmebot.

"Sure is," Blackarachnia responded.

The wolf-eagle started circling on a patch of grass, then settled down with his head on his forelegs. His beast eyes looked somewhat tired as they looked at the femmebot.

"How long have you been with the crew of the _Axalon_? I do not recall seeing your name on the ship's roster before we launched." Silverbolt tilted his head. "I do not recall ever hearing of you, in fact." He looked at Blackarachnia questioningly.

The spider settled down alongside the Maximal. "Well… you're not going to believe this, but I'm from the past."

"Really?" Silverbolt replied, eyes widening.

"Yeah. I was on Earth around during their year 2050 or so. There was a transwarp explosion and I somehow ended up in the past. And future." Blackarachnia shook her head, "It doesn't make much sense, but I did. Somehow."

"Very interesting," Silverbolt said, witching his tail feathers. It seemed like he believed the wild tale. "So… you were an Autobot?"  
"At one point, yes," the femmebot replied quietly. Thankfully the wolf-eagle took the hint that she didn't want to delve into her past.

"What is Earth like in the future then?" he asked.

Blackarachnia sighed softly. "The humans created huge civilizations full of technology. I never saw this much wilderness while I was here in the future." She paused. "Or would it be later?" Silverbolt laughed gently. "Their technology was pretty advanced for an organic race. They even built some robotic dinosaurs that turned out to be transformers like us. Isn't that crazy?"

"The Dinobots?" Silverbolt inquired, ears pricked forward with interest.

"Yeah, that's what Grimlock called the three of them."

"Grimlock, Swoop, Snarl, those three?" the wolf-eagle asked eagerly.

"Yes! I know them," Blackarachnia replied. "What happened to them?"

"I don't know. When Optimus Magnus returned to Cybertron with his crew, the Dinobots had come with him. They soon disappeared, and to this solar-cycle, no 'bot is sure where they went."

Blackarachnia paused for a moment, pondering what could've happened to the trio of Dinobots. She hoped they were alright, wherever they had gone. The femmebot also wished that she'd been kinder to them now. She had been fond of the three but mistreated them severely. Blackarachnia forced the old thoughts back into the depths of her processor for the time being. _That's not who you are anymore,_ she told herself.

"What's Cybertron like nowadays?" Blackarachnia asked, curiosity getting the better of her. "I haven't been home in a while," she admitted.

"Who held Magnus the time you were from?" Silverbolt asked.

"It was Ultra Magnus."

"Wow, his reign was many stellar-cycles ago. Meta-cycles, actually. There have been four Magnuses since then," the wolf cocked his head as he thought. "Let's see… well for one, there became a large population of flying Autobots, which led to flying Maximals such as myself. I trained mainly in aerial combat."

What? Autobots didn't fly, that was a Decepticon thing. Blackarachnia only thought that Airazor and Silverbolt's powers of flight were from their beast forms' abilities. "Really? _Flying_ Autobots?" she remarked with disbelief.

"Yes. The twin mechs Jetfire and Jetstorm were the pioneers of Autobot flight. They were modified from technology stolen from the Decepticon Starscream. This happened under Ultra Magnus' rule, you must have heard about it?" Blackarachnia shook her head. "Hmm, you must've been here when it happened."

"I still think that's crazy," Blackarachnia responded.

"It may be," Silverbolt said, his jaws parting in a yawn, an odd quirk of organic creatures. The femmebot felt like copying that action, but spiders couldn't quite do so. The Maximal warrior drifted into a peaceful stasis nap before Blackarachnia could ask him any more on Maximal/Predacon Cybertron.

Nonetheless, she was glad to have found a friend in Silverbolt.


	12. Chapter 11

CHAPTER 11

A small scattering of Predacons hung around the entrance to the _Darksyde,_ just relaxing in the solar-cycle's last rays of sun before heading in for recharge. The sun had been staying in the sky longer and longer. Maybe this meant a new season or something, Waspinator decided. Most of the 'bots went inside the sanctuary of the base at nightfall as they believed Onyx Primal would cleave their sparks in two with his wicked blade as soon as the stars arose.

Waspinator watched his comrades, full of boredom. Iguanas was sprawled out in a patch of dying sunlight as other lizards did; Quickstrike and Inferno were practice-sparring in their beast forms; Terrorsaur was snoozing in one of the stunted trees near the _Darksyde._

Right now, the techno-organic wasp wanted to tear apart Maximals like no-bot's business. He was considering flying into the foe's territory to cease his thirst for revenge, but he though better of it when he heard one of the Predacons mention "CR Tank."

Megatron then strolled out as he changed to tyrannosaurus form. "Ah, what a beautiful evening, yes. The perfect evening for a late patrol of our border to make sure none of the Maximals are scoping out our land," he said suavely, looking from Predacon to Predacon. "Would anyone like to come with me?"

"Oh! Me, Royalty! Please, choose me! Oh please oh please oh please!" Inferno shouted frantically.

Megatron ignored his fanatical soldier. "Hmm, how about you two, Terrorsaur and Waspinator, yes?" he said, tilting his head to look at the two techno-organic fliers perched in the trees.

Waspinator glanced at Terrorsaur to see his reaction, but the pteranodon was still in his stasis nap. He prodded Terrorsaur hard in the back.

"Karrak! What are you doing, Waspy?" I was having the best dream—" the red mech noticed Megatron staring at him. "Oh, hi Megatron."

The purple dinosaur rose up to his full height to look Terrorsaur in the optic. "I suppose you didn't hear me when you were having your wonderful little dream. You and Waspinator are going to join me on an evening stroll along the border, yes. A patrol, if you will."

"Me too?" Inferno butted in hopefully.

"No, just Waspinator and Terrorsaur. Maybe another time."  
The fire ant looked dejected.

"Come no, you two," Megatron said, trotting off toward the Maximal border. He through his bulky head over his shoulder to make sure his patrol was coming.

Terrorsaur and Waspinator pushed off of their trees to follow their commander. Waspinator looked back and saw the Predacons had returned into the dark recessed of _Darksyde_, save for Inferno, who watched the patrol with extreme melancholy. The techno-organic wasp almost felt sorry for him. The feeling passed quickly.

The two aerial Predacons followed Megatron silently. The powerful dinosaur was heading right towards the energon vein Terrorsaur had discovered. The pteranodon had noticed this. He glanced at Waspinator with an evil, excited look. Their plan was finally falling into place. And with Megatron out of the way, they could finally focus on destroying Blackarachnia and whatever Maximal Waspinator thought need to go to the Well of All Sparks.

The boundary grew closer and closer, as did the vein. Before the two scheming Predacons could even think about their glorious overthrow of Megatron, they were at the edge of their land, and as luck would have it, the purple tyrannosaurus was standing right upon the energon deposit

"Here we are, the border. It looks intact, though we should look closer, yes?" Megatron suggested. "Waspinator, scout ahead. Terrorsaur and I will look for any Maximals."

"Yes, sir," Waspinator buzzed, certain it was the last time he'd address the Predacon commander. Terrorsaur snuck a quick look at the wasp-bot, his expression saying, ignite the vein and get him out of the way!

Waspinator flew as fast as his wings would allow him to the exposed section of the unstable energon which marked the end of the vein's path. Transforming to robot mode, he pulled out his rifle which he carefully aimed at the exposed patch of the shiny substance. The wasp-bot's finger curled around the trigger with a soft chuckle.

"Goodbye, Megatron."  
Waspinator yanked the trigger towards him.

The explosion was of devastating force. Waspinator just barely managed to fly out of the range of the huge chain-reaction of wild, energon-fueled destruction. The thudding and booming of the ignited energon rapidly drew further and further away. Closer to Megatron.

Not even a cycle after it began, the booming stopped with the last sounds echoing away gradually. The wasp-bot waited until the reverberations died away before allowing himself to make any next move.

A laugh escaped his jaws, growing louder and near-maniacal. "Waspinator offline Megatron! Waspinator control Predacons and destroy spider-bot! Waspinator rules!"

The giant wasp flew back to see how Terrorsaur had fared, a small part of him hoping the pteranodon-bot had been obliterated along with Megatron.

Waspinator was ecstatic—he'd overthrown his commander with no more than a pull of a trigger! Of course, he'd tell the Predacons a much different story, one involving the murder of Megatron by the Maximal Optimus Primal, and Terrorsaur as well if he had perished too. It would be a surefire route to gaining power among the Predacons and it was bound to help him get his enemies out of the way!

The wasp-bot carefully touched down where he had last seen Megatron and Terrorsaur. He took a quick look back and forth along the territory sign and saw no sign of either. They had both been eradicated by the ravaging explosion.

Waspinator began his journey back to the _Darksyde_ to deliver the "horrible" news when suddenly he was knocked to the ground by a flash of light.

"No!" Waspinator screamed. He recognized the flash. He transformed and charged at what he wished was just a specter.

A pair of vice-like jaws closed tightly around Waspinator's chassis. This was no ghost.

"Trying to murder me and take over yes? What a pathetic attempt for a former Decepticon," a voice hissed behind Waspinator's head. "I expected better of you, yes."

The wasp-bot wrenched his head around and saw the faceplate of Megatron staring intently back at him. Waspinator gasped quickly. The plan had gone astray.

"I also expected a better attempt from you as well, Terrorsaur, being a descendant of the traitorous Starscream himself, yes. Did you weak-minded excuses for Predacons really think you could've killed me and usurped my position so easily, no?" Megatron said, looking from Waspinator to Terrorsaur, who was gripped by the neck in the tyrannosaurus-bot's other servo. The Predacon commander pulled the two captured criminals close to his faceplate. "I have optics and audio receptors where you least expect it," Megatron whispered.

With that, Onyx Primal dissolved from the growing shadows, the death-bringing black blade was held with his servos, prepared to dispatch the disloyal Predacons at his master's command.

Waspinator tensed and Terrorsaur began to struggle with wild shrieks of distress. "Stop squirming," Megatron demanded as he tightened his grasp on the pteranodon-bot's neck, consequently ceasing his movements. "Onyx will not assassinate you… yet. That would be rather boring, yes, Primal?"

The bat-bot nodded. His small optics glowed dangerously. "Yes, Lord. Very unsatisfactory," Onyx hissed. The creepy Predacon approached the restrained 'bots. "You didn't know that I was everywhere. I heard all of your little plans. And I must protect by lord so…" he drew out the last word. "Here you are."

Onyx Primal had ratted them out, Waspinator realized. No wonder he had disliked the assassin so much.

Megatron yanked Waspinator and Terrorsaur off the ground and looked from mech to mech. "Well then, we'll hold a little trial for you two tomorrow," he said. "Won't that be fun, yes?" The commander smiled happily like a young 'bot. "Onyx, stasis cuffs please."

The techno-organic bat crept forward and wrapped the cuffs around the two prisoners' servos. Waspinator had been cuffed once or twice, but the sudden loss of all feeling throughout his body still stressed him out. The wasp-bot's head lolled back and all he could almost see the numbed Terrorsaur being flung over Megatron's shoulder with an indignant shriek.

The stasis-cuffed, humiliating journey back to the _Darksyde_ seemed to take mega-cycles. Megatron was acting pretty jovial, telling them about how great the trial would be, how much fun they would have, and explaining how the patrol was a big set-up to catch the would-be murderers. Onyx had disappeared once the commander and his prisoners arrived at the base.

Since Waspinator couldn't move any part of his body, he only saw what few snatches he could with his head bouncing with every step Megatron took. He seemed to be prancing, almost. The wasp-bot saw random parts of Predacons, mainly limbs but a few faceplates. They all looked rather confused.

"Oh, I just caught me a few traitors, yes," Megatron explained cheerfully. "They just tried to kill me, no big deal. Trial tomorrow!"

The tyrannosaurus-bot brought Terrorsaur and Waspinator down into the depths of the _Darksyde_, down to where the holding cells were located. Kicking open a door, Megatron flung the two convicts inside a small chamber. Thankfully, neither of the mechs landed faceplate down, although they landed hard and awkwardly. Terrorsaur cried out in pain, but as always, Waspinator didn't feel the least bit hurt.

"Well then, I'll see you tomorrow!" Megatron trilled, banging the cell door shut.

Darkness engulfed the two imprisoned Predacons, who had landed back –to-back to the other. Waspinator was increasingly furious with Terrorsaur, though he said nothing to the pteranodon-bot. Terrorsaur kept quiet as well. Tenseness saturated the atmosphere of the room, causing Waspinator to wonder how the trial would end up for him.

Mega-cycles later—morning, Waspinator assumed—Rampage stamped in and retrieved him and Terrorsaur, grumbling all the way.

"Wish you guys'd succeeded in offlining Megatron," Rampage grunted. "It'd saved me a lot of trouble."

The crab-bot brought the convicts to the main chamber, where all of the Predacons had gathered for the trial. Megatron's interpretation of a trial was not by the book, as some would say. For one, the only ruling that could be called was "guilty," and the verdict could only be called after a good ten cycles of humiliating name-calling. Finally the commander ruled his judgment and gave his punishment to Terrorsaur and Waspinator.

"Guilty," Megatron said happily, having seen the whole murder attempt play out before him, there was no hope for the offenders to plead innocent. "You are hereby exiled from our territory. You may continue service as a Predacon, but please, stay away from me, yes. Go far away and never show your faceplates around here again if you desire to remain online." The tyrannosaurus-bot leaned in close to the prisoners, who were still cuffed. "Thank me for sparing your worthless sparks," he hissed.

"Thank you," both Waspinator and Terrorsaur muttered. They had little choice not to.

"You're quite welcome," Megatron purred in return. "Off with you now. Vacate yourself from our land before the sun returns below the horizon. Onyx will gladly take care of you if you remain, yes." Megatron snapped his fingers. "Rampage, please take this scrap to the border furthest from the Maximal territory. We don't want these two finding pity and refuge there, no."

Rampage hauled the two Predacons over his broad shoulders with more angry grumbles. He stalked out, muttering, "Yessir."

As they were carried out, Waspinator caught smirks on most 'bot's faceplates. Quickstrike, conversely, just shook his head ashamedly.

"T'ought y'two weren't so bad," he said sadly. "Take care o'yerselfs."

Inferno, who had kept quiet during the whole trial, suddenly leapt up with an insane glint in his optics. "You get off our land now, traitors! I will never let anyone kill my queen! Next time I see you, you're DEAD!" he shrieked after them. The ant-bot even made a go at Terrorsaur and Waspinator, but luckily was restrained by Iguanus and Tarantulas before he got anywhere near them. Waspinator could've sworn he heard Tarantulas say something like, "Don't attack them now, where's the fun in that? We could always hunt them down sometime when we've got nothing better to do, hmm?"

Rampage uttered little more than a few grunts of exertion as he carried the banished 'bots over the rough territory. The energon interference didn't seem to hamper the bodyguard at all, although Waspinator began to feel its effects.

Finally, Rampage set them down just outside the furthest line of Predacon territory. It was an abundant wilderness, with plenty of trees and plants. The crab-bot uncuffed them. "Get back t'yer beast modes now," he commanded, doing so himself.

Waspinator let the feeling return to his circuitry, flexing his insectoid limbs gratefully; Terrorsaur responding similarly by waving his wings. The techno-organic crab began scuttling off. He paused, and then turned back.

"Like I said before, thanks for trying," Rampage called softly, "Megatron's taken a portion of my spark—cut it clean out of my chassis—and he's got control of me because of that. If you'd've succeeded…." he paused for a klik. "You'd've set me free." The crab left without another word.

Waspinator prepared to take off and find some territory of his own when Terrorsaur jumped in front of him. He looked as if he wanted to tell the wasp-bot something, but Waspinator cut him off before he could even begin.

"You mess up Waspinator's lifecycle again! You set Waspinator up, Waspinator just wanted place somewhere and you mess it UP!" Terrorsaur opened his beak to protest but the techno-organic wasp talked right over him. "Waspinator not listen to you. Waspinator go off alone, find OWN territory!" he buzzed crossly. Waspinator quickly flew off.

"Waspy—wait! I didn't mean—I'm s—" Terrorsaur screeched.

"Waspinator can trust no 'bot but himself!" he called back, shooting away from the pteranodon-bot. Terrorsaur's wild caws faded into the distance as the wasp-bot flew far into the uncharted regions of Earth. He was going to find himself a territory, and for him only so no one could mess with his lifecycle again.


	13. Chapter 12

CHAPTER 12

The Predacons hadn't shown their faceplates for a full deca-cycle, giving the Maximals more and more time to become familiar with the three new arrivals and prepare for the very likely event of another battle. Routines returned to their normal states of border patrols and monitor duty with the addition of combat training.

Tigatron had been given leave of the _Axalon_ to return to his scout duties, with Airazor coming along for more study in Earth's science. Rhinox admitted he had taught her all he knew on the topic. The tiger-bot was an expert on the subject and had offered to continue the training. Airazor had quickly accepted it, not surprising to the other Maximals.

Cheetor had been pretty upset over this. He had rarely been separated from his sister for more than a solar-cycle or two in his young lifecycle. Despite all the consoling Airazor offered before her departure, the little cheetah-bot was still unhappy. After the femmebot left, Cheetor turned to Blackarachnia to fill the role.

It was a rather likeable role for her since Cheetor was the old enough to criticize her wrongdoings of the past and accepted the spider-bot unquestioningly. He even seemed to forget that she had been a Decepticon. Blackarachnia would've hated to have to tell the little 'bot know the atrocities she had committed in her past. Once again, she had to tell herself that that was not who she was anymore. Cheetor was just so easy to be around and she enjoyed his company.

…and he was in her room right now.

It was nighttime, the time when the Maximals took their recharge. Rain pounded on the metal exterior of the _Axalon_ while the occasional flash of lightning announced the arrival of rumbling thunder. And like any young human, Cheetor was frightened of this storm.

Blackarachnia awoke to something prodding her. As she opened her optics she saw Cheetor anxiously poking her and whispering, "Wake up!"

"What is it?" she muttered tiredly, not fully recharged.

"The storm. I'm scared," Cheetor whispered, his yellow optics huge and glowing in a cat-like fashion.

"Aw, it's not going to hurt you or anything," Blackarachnia responded, eager to return to her recharge cycle. "What kind of warrior is afraid of a storm anyways?"

A flash of lightning sent the young 'bot cowering next to the femmebot. "A real one is!"

"What do you usually do then, when this happens?" Blackarachnia asked as she pulled herself up into a sitting position.

"Well, Airazor's usually there and…" Cheetor looked up at the spdier-bot, "well, she's not here now."

Blackarachnia took the hint. "Okay, you can stay here for the night if you want."

Cheetor grinned then pushed himself against the spider-bot's chassis when another boom of thunder came from outside. Blackarachnia sighed and wrapped her arm around the scared little 'bot. Eventually, he settled into a fitful recharge. The storm gradually drew to a close. Cheetor remained in recharge after the conclusion and Blackarachnia didn't have the spark to disturb him. She tried to recharge herself with the little 'bot across her lap, and somehow succeeded.

Morning rolled around, bringing sunlight sparkling upon the wet landscape. Blackarachnia awoke in an awkward position with Cheetor gone. There was a little note scrawled out in his erratic handwriting, reading something like, "Didn't want to wake you up. See you later."

The femmebot sighed and shook her head slightly. She couldn't remember being Cheetor's age quite clearly anymore, but she was sure she'd acted like that some time or another.

It took Blackarachnia a few cycles to work the kinks out of her cramped limbs. It was a new solar-cycle, hopefully there hadn't been any Predacon sightings, she thought absently to herself. She rather enjoyed peacetime.

The Maximal finally meandered from her chamber. It seemed most everyone was out of the base doing whatever for the _Axalon's_ hallways were pretty much vacant. Blackarachnia finally found herself in the control room to see if she had any duties assigned for the solar-cycle where Rhinox was as always, tending his monitors. He heard her entrance.

"Hey, there you are," the rhino-bot greeted.

"Oh, don't tell me, you want me on monitor duty today," Blackarachnia said in mock despair.

Rhinox chuckled. "Naw, it's about time Rattrap took a turn. I'll get him in here later."

Blackarachnia sat down on the seat at the next console. "That was some storm last night."

"Oh yeah. Primal's out with Grizzly-1 and Razorbeast surveying the damage to our territory, seeing if any organic creature got injured or anything. Typical procedure," Rhinox explained. "Cheetor went to you last night, didn't he?" the mech added knowingly.

"Yes…. How'd you know that?" Blackarachnia replied.

Rhinox smiled sympathetically. "That poor 'bot's been horribly afraid of the storms since we arrived here—he usually turned to Airazor when they hit but since she's studying abroad right now, I expected he'd come either to me or you. He obviously chose you, he must see you as another sister or something."

Blackarachnia was surprised by that. A little Maximal had made a super-close bond with her, of all 'bots. "How are Cheetor and Airazor siblings in the first place? Airazor is clearly older than him, but they seem so similar?" she asked. The question had perplexed her ever since she awoke in the _Axalon_ after her transwarping experience.

Rhinox's optics clouded slightly as he thought back. "Well… I'm not even quite sure how Cheetor's spark came into being. You see Airazor was being trained at the Maximal Academy, aerial reconnaissance division, when she suddenly developed some problems in her spark. I just happened to be the on-duty medic at the time they brought her in. Turns out the poor thing had a defective spark, somehow missed detection at the early stages.

"I removed the part that was causing her trouble, and somehow the fragment I removed evolved into a new spark—Cheetor's. He grafted flawlessly onto a blank protoform." Rhinox shrugged. "Neither of them have had any problems, I've run more tests on the two than you could imagine. Strangest thing I've ever come across, that's for sure."

Blackarachnia absorbed the irregular explanation, trying to make some sense out of it. It was more confusing than the whole techno-organic deal, but in her defense, she had studied that topic for quite a while. "Wow," was all the femmebot managed.

"Yeah." Rhinox smiled gratefully. "We're lucky to have them here. Who knows how much study they'd have gone through back on Cybertron?" He spaced out and then turned his bulk back towards the monitors. "Now, off with you. Don't want Primal to think I'm slacking," Rhinox shooed playfully.

Blackarachnia laughed and left with a quick good-bye to leave the rhino-bot to his duty.

As it had been since the battle with the Predacons, it seemed like Primal only put the warriors on patrol, which she supposed was for the sake of the non-fighters' safety, such as herself. Nonetheless, Blackarachnia still wanted to help out somehow. She wandered the _Axalon_, wondering if Optimus Primal had returned from his patrol yet. Instead, she found Silverbolt.

"Ah, I found you finally," he said, "I thought you were going to spend the whole solar-cycle in recharge."

"Ah, no, I was just—kept up a bit last night," Blackarachnia responded. "I've been up for at least half a mega-cycle."

"That storm wasn't keeping you up, was it?" Silverbolt said mischievously. In a quieter voice, he added, "It kept me up a while. I've never seen any storm like that." The warrior was referring to the occasional electrical storms on Cybertron.

Blackarachnia laughed. "Oh, come on, some big warrior like you afraid of a little storm?"

"That was not little," Silverbolt muttered defensively and slightly embarrassed.

The femmebot patted his arm with a small laugh. "You'll learn, give it time."

The wolf-bot's embarrassment faded. "I suppose I shall." He paused and looked around. "Say, have you seen Cheetor? He usually stays near you."

"No, not recently," Blackarachnia replied with a shake of her head.

"Well, Primal had asked me earlier to do some combat practice with the little 'bot, aerial defense tactics in particular. The Predacons seem to have some awfully devastating fliers…" Silverbolt trailed off, obviously reminiscing on the moment he had met Blackarachnia.

"That's a good idea. I'll go look for him." The femmebot turned to find Cheetor. Silverbolt followed, unasked but his help was appreciated.

They finally found him chasing around Grizzly-1's tiny companion Nightshriek in the lower levels of the _Axalon_ where it was roomy and mostly obstacle free—it must have been a cargo bay at some point but now seemed unused. It was odd to have the Maximal bat hanging around the base for his primary function was that of a recon scout who supervised the Earth's creatures. No matter, he still enjoyed occasional visits back to the base, even if they were mostly for maintenance.

Cheetor heard the two Maximals ender and eagerly approached Silverbolt.

"Silverbolt! Primal told me you were going to teach me to fly or something! When are we going to start? Huh?" he asked eagerly, bouncing around the tall warrior.

"First of all, I'm going to be teaching you how to defend yourself from aerial attackers. And we can start now, if you want," Silverbolt responded patiently.

"Alright!" Cheetor exclaimed excitedly. He looked over at Nightshriek. "I had fun playing with you," he said kindly.

The little bat-bot grinned. "It was nice seeing you. Grizzly's going to want me back out soon, so I'll see you later." Nightshriek fluttered off.

"Alright then. We'll go over the tactics in here, and then practice outside," Silverbolt said.

The warrior mech then went over the strategy with Cheetor. Blackarachnia stayed and listened, she had little to do herself. Perhaps these points Silverbolt was teaching would be beneficial to her, though she doubted Primal would bring her into battle again unless it was absolutely necessary. Even if she wasn't a warrior, she should still be able to help out if the need arose.

About ten cycles later, the trio moved outside to practice the moves. Cheetor clearly had his spark set on becoming the best warrior possible, for he got the moves down quickly. Blackarachnia realized how similar she had been at that age, when she started her own combat training. That was stellar-cycles ago… a lot of stellar-cycles, considering the time-travel. Who knows, if her lifecycle had gone according to plan, she could've become a great Autobot warrior.

The mock combat carried on well for both—Silverbolt received training experience while Cheetor received fighting techniques. Thankfully, in their practice, they didn't use live ammo so Blackarachnia didn't have to worry about the two mechs shooting each other all over the place. The whole session could not last long though, because of the energon interference. That was the downside of being on primitive Earth.

Towards the end of the session, the airborne Silverbolt called down, "It appears one of the patrols are returning."

Just kliks later, two techno-organic beasts emerged from the thicker swathe of trees. It was the usually-dysfunctional pair of Dinobot and Rattrap. Blackarachnia always wondered how those two managed to keep focused on their patrol with their constant bickering.

Only now, the velociraptor was carrying the rat in his jaws like a mother cat with her kit. It was rather odd. Perhaps they had gotten into an awfully intense argument, Blackarachnia guessed. Only Dinobot didn't look perturbed, only anxious. Something was wrong.

"'ey, you t'ree!" Rattrap called to the Maximals, though only his mouth and eyes showed movement. Every other part of his body showed no motion, not even a twitch in his tail.

Silverbolt landed and joined Cheetor and Blackarachnia, who had just gone into robot form for the first time since exiting the _Axalon_ to meet the patrol_._

"What happened?" the wolf-eagle asked urgently, business-like, he too noticing that something wasn't right.

Dinobot tried to mutter something around the rat-bot in his jaws, which proved undoable.

"Aw, c'mon, Chopperface, jes' put me down," Rattrap sighed.

The dinosaur-bot uttered a sharp, unintelligible grunt and looked at the three Maximals in an almost pleading way—an unusual expression for Dinobot. Blackarachnia figured out what he needed before her two companions could. She took Rattrap into her arms from Dinobot, who immediately began sputtering.

"Pshaw. I'll be picking your fur out of my teeth for a deca-cycle," Dinobot growled at the rat. The raptor's voice turned serious. "We decided to go check on our borders on the opposite side of our territory—good thing, since a rogue Predacons has taken up residence just inside our boundary line."

Cheetor immediately jumped up. "I'll go tell Primal!" he exclaimed, going to his cheetah form and dashing off before anyone could remind him that the commander was not at the base.

"A Predacon, you say..." Silverbolt said, "This is not good."

"Sure ain't!" Rattrap called jokingly from Blackarachnia's arms. The paralysis hadn't dampened his sense of humor.

The femmebot looked down at the gray-furred beast she held. "What happened to you?"

"Th'Pred attacked me when me an' Chopperface were jes' lookin' around th'border. I say t'him, 'dere ain't nothin' out dere,' an' next t'ing I know, BOOM! I'm on the ground an' I can't move a t'ing!" Rattrap explained animatedly.

"Except for your mouth, unfortunately," Dinobot muttered.

"Did you see who this Predacons was?" Silverbolt asked.

"It was that new one, the wasp," Dinobot growled. "He came out of nowhere and attacked Rattrap. The overgrown insect stung him and must've injected him with some type of poison."

"We need to get him to Rhinox, right away," Blackarachnia exclaimed, caught up in the state of Rattrap's health.

As the quartet of Maximals hurried back to the _Axalon_, Silverbolt suddenly turned to the femmebot.

"Blackarachnia, that wasp-bot's the one that wanted you offline."

She froze. Waspinator was in their territory and wasn't afraid to attack. This was not good at all, not for anyone, or for herself. For the first time since she became a Maximal, Blackarachnia felt fully in danger in her own territory.


	14. Chapter 13

CHAPTER 13

Life as an outlaw was quite boring after a while. Waspinator hadn't been out of his beast form in solar-cycles because of the lack of shelter from the energon interference. He had denned down in a forest area where few creatures lived, far, far away from Terrorsaur. At least he hoped he was.

Waspinator spent most of his time plotting his next moves. The priority was to destroy the spider-bot, then kill Terrorsaur and bring his sparkless corpse back to Megatron to prove his loyalty to the Predacon crew of the _Darksyde_. That plan needed some refining though. What if Megatron thought that some Maximal had offlined him instead? Waspinator no longer thought of the pteranodon-bot as a friend, but a no-good, lying, slag-spouting traitor. Megatron could rule much better than that traitor ever could, and Waspinator would rather serve under the purple tyrannosaurus rather than the pteranodon.

But right now, Waspinator was focused on his primary objective. Finding the spider-bot was his only problem. He had no idea where he was on the Earth at the moment. The wasp-bot could wander around until he found the Maximal base but that wasn't very smart. One solar-cycle, much to his luck, Waspinator detected two creatures and two voices to go along with them.

"I'm tellin' ya, Chopperface, dere ain't nothin' on this border. Why are we even patrollin' in this AllSpark-forsaken' sector?"

The other voice snorted. "Stop calling me that, vermin. It is vital to patrol all boundaries, you never know if there is some threat where you least expect it."

"Well, we're doin' dat an' we ain't seen any t'reats or nothin'!"

"Shut up and use your processor. I can't concentrate with your infernal chattering."

Maximals, Waspinator realized. One of the signatures matched perfectly with the one that had belonged to the brown striped dinosaur that Terrorsaur had taunted over the Predacon boundary; the one who was obsessed with his honor. Waspinator didn't recognize the other's signatures, but no matter. If they were coming toward his land on a border patrol, the wasp-bot must have unknowingly made his home inside Maximal territory, rarely ventured in to territory at that.

A plan quickly formulated itself in the outlawed Predacon's processor. If this patrol didn't come back, then more Maximals would come looking for them. And the more Maximals out of the way, the better, the closer Waspinator would be to offlining Blackarachnia.

Waspinator sighted the pair just then, and it was just as he had guessed: the raptor with a large gray techno-organic rat as a companion. They continued to argue, totally oblivious to the presence of the Predacon perched in the trees directly overhead. He'd go for the littler gray 'bot first, and while Dinobot—that was his name, Waspinator suddenly remembered—was distracted, he'd take him down.

The rat had ambled ahead of the dinosaur and stood up on his haunches, paws on his hips. "I told ya, Dinobot, there ain't nothin' out here!"

That's when Waspinator struck. He jammed his stinger hard into the rat, right at the base of its neck. Waspinator had never tried that before, but his beast instincts told him it would work. The small Maximal screeched and flailed for a few kliks, then fell still. Waspinator snarled triumphantly, turning to his robot mode to dispatch the velociraptor.

Too late. Dinobot had gone into robot form as well and he had skewered Waspinator on a slender blade before the Predacon could even think of what to do. Anger was clearly laced across the Maximal's blue faceplate. His horrible red optics shone menacingly.

"Predacon scum," Dinobot hissed. "If you have just killed my comrade, death will find you. I promise that."

The sword had pierced through Waspinator's upper chestplate to his right shoulder. It didn't hurt, no surprise there. He frantically tried to wrench himself free. "Dino-bot have to try better if he want to kill Waspinator!" he grunted.

A sudden flash of green light erupted, throwing the wasp-bot down to the ground. He could barely move. It must have been a numbing ray or something…

The Maximal's faceplate loomed unexpectedly over Waspinator's. His optics seemed almost green but were fading back to their usual, piercing red.

"You will get off my territory now," Dinobot growled, punctuating the last word with a snarl. "You will get out now or I will personally see to it myself."

Waspinator wasn't sure what that meant and didn't want to wait around and find out. The wasp-bot pulled away from the Maximal with an angered snarl while changing to beast form. He flew back, just barely off of the territory so he could watch the Maximal's next move.

Dinobot didn't follow after to kill him as he first suspected. It was probably that honor thing that Terrorsaur had been taunting the Maximal about, Waspinator thought. Instead, the techno-organic dinosaur crouched over the fallen 'bot muttering something anxiously. Much to Waspinator's dismay, the rat's mouth twitched and he began chattering like nothing had happened to him.

It hadn't worked! Waspinator cursed irately under his breath and retreated further back into the foliage. He blew it—now the Maximals would be alerted of his presence and drive him out…

But of course! He could simply elude these enemy robots, it wouldn't be too hard. The wasp-bot's beast mode blended wonderfully into the trees on Maximal land, and he could fly quite quickly with little effort.

There was also the problem with damage. It seemed that the Predacons were taught self-restoration in their equivalent of the Autobot Boot Camp that Waspinator had attended. Terrorsaur had taught him some, but he probably had assumed that Waspinator knew how to do this already. The truth was, he didn't and he doubted that there were any medibots or CR Tanks out in the wilderness. Damage must be avoided if the Predacon wanted to live. The damage Dinobot had inflicted didn't seem to bad, thank the AllSpark.

The techno-organic raptor was now leaving the scene carefully with his rat companion carried in his jaws—a most bizarre sight. Waspinator considered attacking them but the dinosaur looked over his shoulder with a metal-melting stare as if he knew what the wasp-bot was thinking. He buzzed with annoyance and stayed back in his leafy hiding spot. He needed time to think, time to get his wildly-scrambled datatrax somewhat organized.

Waspinator thought hard about his last encounter with the spider-bot, Blackarachnia. She had not tried to hurt him at all during the battle, only desperately tried to tell him something. It took the Predacons a few cycles to recall exactly what she was saying as a battle-mist clouded the memories of the fight but finally it hit him.

She was trying to apologize.

And if she was still so intent on kissing up to him, the femmebot was bound to head to Waspinator's sector once her comrades reported his presence. He would be ready to strike then, make sure the spider-bot never functioned again. Then he could focus on Terrorsaur's destruction and then redeem his rightful place among the Predacon force under Megatron. It was a good plan, he decided. He'd be back with the _Darksyde's_ crew in no time.

That night, when the moon had cleared half of the sky, Waspinator received the first signal through his comm.-link since his exile. He hadn't heard any sound through those circuits for solar-cycles and had honestly forgotten he had a comm.-link, so it was enough to get him out of his deep recharge cycle. Perhaps a Maximal had hacked into his frequency. If that was the case, that was not good.

Waspinator cautiously opened the signal, waiting for the contactor to speak first.

"Waspinator?" a familiar, somewhat higher-pitched voice inquired.

The wasp-bot stiffened. Terrorsaur. How dare he call him, especially in the middle of a perfectly good recharge!

"Waspinator, I know you're there, kraaw. I'm sorry about what happened, and I was thinking, maybe we could try it again? Offlining Megatron?"

Waspinator bit back an explosive response as logic suddenly set in to his processor. This could be the key to taking the traitor-bot to the Well.

"Okay, Waspinator help you," he replied.

Terrorsaur made an approving sound. "Karraw! Great. We'll met in two solar-cycle's time. Send me the coordinates of where you'd like to meet."

Waspinator transmitted the coordinates of his current location. If he couldn't manage to get Terrorsaur offline himself—unlikely—the Maximals could finish the job for him.

"Come to coordinates at moon-half-point. Two solar-cycles," the wasp buzzed.

"I'll be there, kirraw!" Terrorsaur responded. Waspinator smiled inwardly. It seemed the pteranodon-bot didn't even know he was being led on to Maximal ground. Perfect. "Two solar-cycles, moonhigh," he repeated before terminating the connection.

"Yes, do come, traitor-bot," Waspinator hissed darkly, blending ominously with the rustling of the treetops he was perched in. "Let Waspinator take your spark. Once you offline, Waspinator take your corpse back to Megatron and prove Waspinator's loyalty."

A cloud flitted before the moon, drowning out its meager light. The only illumination came from Waspinator's optics. Wicked twin orbs of purple shimmered ghost-like through the leaves.

"And don't think Waspinator has forgotten about spider-bot. Spider-bot will come. Come soon. And Waspinator will take your spark too," the crazed mech muttered. "Waspinator is waiting."


	15. Chapter 14

CHAPTER 14

"Let me get this straight—there is a rogue Predacon LIVING on our territory?"

"I'm afraid so, Primal. Rattrap's wound is enough proof," Dinobot responded grimly.

"Thank goodness he's in stable condition. The AllSpark must be looking out for that one…" Optimus Primal mumbled, partly to himself. The commander had been out of the territory this solar-cycle, inspecting the state of the land around them and checking in with the scouts Tigatron and Airazor. He came back as fast as he could, yet despite his haste, he arrived a little after moonhigh, the next solar-cycle to be exact. The entire crew had stayed awake waiting for his return, all anxious to know what Primal proposed they do.

Cheetor refused to take recharge until one: he knew what Optimus was going to do about Waspinator and two: how his sister Airazor was faring. Blackarachnia had trued and tried to get him to get some rest but the little 'bot flat out refused until he had this information. She finally gave up, since Cheetor deserved to know these facts as much as the rest of the _Axalon's_ crew.

"Well, Primal, what are we gonna do?" Razorbeast asked.

Optimus sighed before taking on the tone of commander. "For now, all are to stay away from that sector. We cannot risk anyone's safety. I'll bring out a patrol in the morning. Dinobot, Grizzly-1, you'll accompany me. Now all of you, get your recharge, you need it." The ape-bot looked quite tired himself. "We'll continue discussing this later."

As the crew exited, Cheetor anxiously approached his commander. "Primal, sir, is Airazor okay?" he asked.

Primal nodded and his faceplate softened. "Yes, she is fine. She misses you," he responded. "Now, get your recharge, you look exhausted," he added in an almost fatherly tone.

"Yes sir," the little mech replied, yawning sleepily as he headed to his chamber.

Blackarachnia made to follow Cheetor's example but was stopped by Optimus.

"I know you have a…" the commander looked for the proper word. "…history with this Predacon. Would you do me a favor and please stay near the _Axalon_?"

The femmebot nodded. "I will."  
"Thank you. I don't want him to come after you again," Primal said, obviously worried for her. "Rest now. I'll see you in the morning."

Blackarachnia managed a small smile before retiring to her room, and although she was dreadfully tired, her mind raced. Maybe she could slip out to try and talk to Wasp. Perhaps he'd be more receptive to her words in a non-combat scenario. The femmebot wanted more then anything to let the former Autobot know how bad she truly felt about the whole situation, how sorry she was…

But if Primal found out, she'd be in big trouble. Blackarachnia didn't want the commander upset with here; he was the one who had let her become a Maximal in the first place and could easily take it back. Although, if she snuck out in the dead of night, no one would no and she could be back before sunrise.

Yes! It was a perfect plan. Once she had successfully gotten Wasp's forgiveness, she'd feel truckloads less remorseful about the whole fiasco.

Though now wasn't the time to do it. Blackarachnia was in desperate need of recharge; the solar-cycle had been rather stressful. As she curled up on her bunk she decided when she would go—the next night.

Recharge came quickly.

Blackarachnia awoke close to mid-solar-cycle, She must've overslept due to the late-night waiting for Primal. In fact, Primal's patrol to check on Wasp must have already left, maybe even returned.

The second assumption was correct. The patrol of Optimus, Dinobot, and Grizzly-1 were just arriving at the _Axalon_. The ape's face looked grim, as did the bear's, yet the raptor's just wore his usual scowl. The little bat-bot, Nightshriek had also returned along with the trio. He sat perched upon Grizzly-1's broad shoulders.

The at-base Maximals had already gathered to hear the news of the Predacon. Blackarachnia had woken up just in time to listen to Primal's report.

"Dinobot was right, the Predacon Waspinator is living on our territory. He backed off of our land when we came around. We tried to talk to hi but the 'bot wouldn't listen," Optimus said.

"I sent Nightshriek back to see if he stayed behind the border, but he came right back over once we were out of sight," Grizzly-1 growled.

"It looks like he made himself a den on our side," Nightshriek added.

The bear-bot looked over at the bat sitting on his shoulder. "I wanted Nightshriek to stay back here at the _Axalon_ for the time being. I don't want him to be where that Pred can get at him."

"He's clearly not planning on leaving any time soon," Dinobot huffed, "I've promised him multiple times that I'd get him if he sets stabilizing servo on our land." He snorted. "Obviously doesn't care about becoming scrap."

Primal nodded grimly in agreement. "From what I've seen, this Predacon seems able to survive whatever damage is thrown at him, even what would kill a normal 'bot. Threats of injury will most likely be ignored by him. Just be careful out there, all of you," he said, glancing from Maximal to Maximal. The commander's optics settled on Blackarachnia the longest, as if to say, _especially_ you. "I'll be in my quarters if anyone needs me," Optimus said. The ape-bot hadn't rested in nearly two solar-cycles, and with the addition of stress, it was starting to show.

There was not much else going on in the base. Once again, Blackarachnia found herself on monitor duty for Rhinox was occupied with repairing Rattrap and performing scheduled maintenance on Nightshriek. Unfortunately, there was not a camera rigged yet in the sector where Wasp had taken up residence—it would've been easier to keep an optic on him.

Maybe this setup would be better for the femmebot when she went out to make things right with Wasp tonight. Since no 'bot supervised the monitors at night, no 'bot would see her on her covert mission.

Gradually nighttime came. The cycle of moon phases had just ended, leaving the sky vacant save for a few stars peeking from behind a scattering of clouds. It was the perfect conditions for sneaking out.

Blackarachnia quietly slipped from her chamber. One of the good things the beast form of a spider had granted her was increased stealth. The femmebot carefully stuck to the shadows as she headed towards the _Axalon's_ rear exit, making no sound.

Unfortunately, she ran right into Silverbolt, who was returning to his own room a bit late.

"Woah, where are you off to at this mega-cycle?" he asked, startled to see Blackarachnia.

_Should I tell him the truth? Aw, I don't want to lie to him, _the spider-bot thought. _But I can't let anyone know I'm doing this._ "I just have a lot on my processor at the moment and I needed a bit of fresh air. I was going to take a short walk near the _Axalon_ to think things over," Blackarachnia said quite convincingly. She, sadly, had had tons of practice with lying.

Silverbolt nodded sympathetically, believing the statement. "I see. Would you mind if…" he paused for a klik. "If I came along with you?"

The offer was tantalizing, but Blackarachnia had to turn him down. "Thanks, but I need some time alone."

"Please be careful. With Wasp on our land like this…" the mech seemed to struggle for words. Finally Silverbolt took her servos into his. "I worry for you."

"I'll be fine," Blackarachnia responded, noting that both their voices had dropped considerably in volume.

The Maximal warrior smiled gently and let her hands go. "I will see you in the morning then," Silverbolt said as he turned down the corridor where his room was located.

Blackarachnia hastily darted away once the wolf-bot was out of sight. She had to get to Wasp quickly if she wasn't to be caught by another Maximal. The femmebot was out of the base and in spider form not even a full cycle after the encounter with Silverbolt.

As she scuttled towards the coordinates that claimed to be Wasp's location, Blackarachnia realized there was a lot more on her processor then the Predacon—Silverbolt. The mech seemed to have taken a liking to her, and even though they were just friends, could they have something more? She shook her head to get the thoughts out. After making things right with Wasp, she may have to take a walk to think things over like she had said to Silverbolt.

Just as her thoughts returned to the task at hand, the Maximal realized she had entered the sector where Wasp resided. Their meeting would be over soon if all went smoothly. Trees grew thickly here, carpeting the forest floor with fallen leaves. Because of the new moon, next to no light found its way through the thick foliage of the treetops. It was rather eerie.

Blackarachnia pulled out of beast form, carefully peering up into the treetops. "Wasp?" she called cautiously. She was half expecting him to crash out and tear her to bits as her four red optics looked up searchingly. Suddenly she found herself staring into two intense purple lights.

"Spider-bot," a hauntingly familiar voice clicked. There was a rustling from the branches as the mech made his way down to the lower boughs.

Blackarachnia swiftly climbed up the branches of the neighboring tree so she could see optic-to-optic with Wasp, who seemed intent in staying in his.

The femmebot took a deep breath—unnecessary but somewhat steadying to her organic side—and began. "Wasp, I was trying so hard to make you understand how sorry I was during that battle but that didn't work out. I need you to listen so you know that I apologize thoroughly for all the wrongs I've done to you." Blackarachnia wondered if she was using too sophisticated a language for Wasp since he just stared back and said nothing.

"It's my fault that we're both trapped on this primitive world, not yours. Back then, all I wanted was to get rid of this techno-organic form of mine. It made me selfish, and I used you…" she trailed off as regret clenched her circuitry. Her optics drifted away from Wasp's ashamedly.

"By all rights, I should be offline, and you should be back in your original body, wherever you were before this whole disaster happened."

Wasp made an unhappy clicking noise. "Oh no. Wasp not in good situation then. You save Wasp from Autobots, Autobots put Wasp in stockades when Wasp do nothing wrong. Wasp not traitor, like some think," the 'bot explained. "Here, Wasp find 'bots that don't" he stopped quickly. "Never mind. Stupid pteranodon-bot set Wasp up and now Wasp outcast, and so is he." The Predacon tilted his head. "Wasp not traitor. Terrorsaur is."

Blackarachnia wasn't sure who Terrorsaur was but nodded in agreement. "I believe you." Quieter, she added "You can't catch a break, can you?" sympathetically. Wasp suddenly stiffened for a nano-klik.

The wasp-bot began coming closer to the femmebot. "How spider-bot become techno-organic? You make Wasp one, who make you techno-organic?" he buzzed questioningly.

She sighed. "I was attacked by organic creatures as an Autobot cadet. I tried to download its powers—that was a special power I had—but instead, it turned me techno-organic. I've wanted to get rid of it for so long, but now, I'm not so sure." She spaced out, the memories of the fateful solar-cycle still feeling fresh in her processor

Wasp was now perched upon the bough directly above hers. "So… spider-bot not mean to get organic form?" he whispered.

"No," Blackarachnia replied. "It was an accident. I only wish I could say the same about yours." She buried her faceplate into her servos. "Oh, I am never going to be able to let you see how horrible I feel about what I did!"

The spider-bot felt the branch beneath her bounce slightly, and when she moved her hands away, she was Wasp crouching alongside her. Much to her surprise, it seemed he had been moved emotionally as she felt him put an arm around her shoulders. His optics looked sad.

"Wasp try to understand," me murmured pulling Blackarachnia closer to his chassis. "Wasp forgive."

Even though this is what she had come for, the words were a shock to Blackarachnia. She realized that she hadn't been expecting this. Nonetheless, she looked into his optics with infinite gratitude.

The next thing she felt was her armor plating buckling and the sensation of hitting the ground. Suddenly unable to move, the femmebot began unwillingly slipping into stasis. Wasp then touched down beside her as a lanky red mech slid through the tree branches.

Those were the last visions she saw before the infinite blackness that engulfed her every sensor.


	16. Chapter 15

CHAPTER 15

If Waspinator's strangely formed faceplate could twist itself into a smile, it would have now. The Predacon outcast stood above the fallen Maximal with glee radiating off of him—the spider-bot was dying. Waspinator had made sure his claws had gotten through her armor and into her spark chamber quickly. She had maybe, to, three cycles left, Waspinator figured.

A sudden sound startled the wasp-bot. "Kirraw, she is finally offline! I saw your little move, very sneaky!" Waspinator whipped around to see Terrorsaur perching in the tree he had just been in.

The wasp-bot leapt up through the branches with a contemptuous glance at Blackarachnia, who had entered deep stasis. "Yes. Spider-bot never bother Waspinator again," he buzzed. The mech cocked his head and looked at Terrorsaur. "You say you have plans to get us back in _Darksyde_?"

The pteranodon-bot barked sharply. "To destroy Megatron, silly Waspy!" Terrorsaur good-naturedly punched Waspinator in the shoulder. "Then we get back in the _Darksyde,_ remember?"

"Waspinator remember now." He leaned closer, having perched on a higher branch so he loomed over Terrorsaur. "Tell Waspinator plans."

The red Predacon opened his mouth to speak when two metal fists slammed hard into his faceplate, and another two punched through the armor plating of his neck. The four arms whipped back with lightning speed before Terrorsaur even knew what hit him.

Waspinator grinned inwardly as he looked over his handiwork—Terrorsaur's faceplate had been sufficiently dented and his vocal synthesizer dangled, no longer functional, by a few wires.

Terrorsaur looked up with a wild mix of fear, disbelief, pain, hatred, and sadness flashing around in his optics.

"Never mind. Waspinator have plans, better than slag traitor-bot spout that just get Waspinator beat up." The mech leaned in close and scowled in Terrorsaur's faceplate. "Waspinator bring traitor-bot to Megatron so he can set you straight."

The red Predacon couldn't respond but could still punch. A hard uppercut crashed into Waspinator's faceplate. He retaliated by forcing all four of his arms worth of claws into Terrorsaur's chestplate. The pteranodon-bot's optics rolled back in a silent screech of pain.

"Just think of what Megatron do with traitor-bot," Waspinator hissed darkly, transforming to his beast form and scooping up the wounded Terrorsaur with his multiple legs. "Let's see him and find out, hmmm?"

Terrorsaur thrashed but soon his struggles weakened, allowing Waspinator to take off for the territory that Predacon had got him exiled from. He took one last look over his shoulder at the dying spider-bot. She seemed to be offline, but had still not lost her color as Cybertronians did upon their death. Hopefully, her spark would expire soon, and Waspinator's plan would be flowing along perfectly.

Before he knew it, the wasp-bot was entering the outskirts of Predacon territory. It was just as he remembered it—boring. But it had become his home in the few deca-cycles he'd spent as a member of the _Darksyde's_ crew. It had felt great to be accepted for once in his lifecycle.

And just as Waspinator had expected upon entering Predacon land, Onyx Primal melted from the shroud of darkness, blade in servo. As his wicked tool cleaved downward, Waspinator pushed Terrorsaur in front of him to serve as a shield. Primal's sword caught the pteranodon-bot's left leg.

"Crafty move, outlaw. Using your own friend as a shield," Onyx hissed, pulling back. "You two had a disagreement, I take it? Or do you both have a death wish?"

Waspinator snarled in defiance. "Waspinator was manipulated by traitor-bot! Waspinator is loyal Predacon to Megatron!"

The assassin scowled. "Nonsense." Onyx raised the blade and made to cut into the wasp-bot's chassis but instead slashing in to the upper segment of Terrorsaur's arm as Waspinator flung him forward once again.

"Waspinator bring flag of truce," the mech hissed, indicating Terrorsaur's sorry form. "Bring Waspinator to Megatron. Waspinator unfairly kicked out, is all _his_ fault!"

"You are a danger to my lord. I will destroy you as I was ordered the solar-cycle of the trial." Onyx Primal lashed out with his sword once again, this time almost cutting into Waspinator before Terrorsaur was forced in-between the blade and his chassis. Consequently, the red Predacon lost the lower half of his already-damaged leg. The wail of pain the 'bot would've emitted if not for the damage to his vocal processor would have been horrible.

"Scum! Dispose of that worthless chassis and meet your death!" Onyx screeched, clearly entering a mood of extreme anger.

"Ah-ah-ah—Onyx, stand down," a voice from below called. "I would like to hear what Waspinator has to say, yes."

Megatron! The tyrannosaurus rex stood on the dusty ground underneath the assassin and two outcasts. "Come down, Primal, Waspinator—" the commander narrowed his optics to identify the mangled 'bot. "and Terrorsaur. Back to the _Darksyde_ with you."

"Yes, my lord," Onyx said as he landed, casting a dark glance at the two Predacons that clearly said, _I want to dismantle you._

Waspinator flew lower to the ground, still hanging on to the mutilated Terrorsaur. Megatron's beast eyes regarded them coolly.

"So that's the real traitor, yes, Waspinator?" Megatron asked, gesturing at the red 'bot with his tiny forearm.

"Yes!" the mech snarled. "Terrorsaur manipulate Waspinator into traitor when Waspinator really just want to be part of group and not kicked out for once in his lifecycle!" His voice had unintentionally risen an octave in desperation.

"Fine, fine. It's about time we've had another trial, yes?" Megatron said with a foreboding smile which exposed his fearsome dinosaur teeth.

The strange ensemble of 'bots returned to their base after a completely silent trek through the territory. They were greeted by raging Predacons, livid at the prospect of Megatron bring the traitors back into the very place they had been exiled from.

"Rampage, hold them back," Megatron instructed, servo hovering over the container holding the mech's spark. The crab-bot growled and shouldered the angered group of 'bots away from the convicted traitors.

"Why have you brought them back, Royalty?" Inferno asked in dismay.

"It appears we have need for a second trial. Waspinator here says Terrorsaur 'manipulated' him into a disloyal 'bot," Megatron said, eyeing Terrorsaur with twisted glee. The crippled mech's optics narrowed with hatred. "Alright, my dear Predacons, settle down and to order. The trial begins now!"

The Predacons obeyed and formed a semi-organized group in front of their commander and the returned convicts. Terrorsaur held himself with as much dignity as he could with his heavily damaged body with defiance radiating off of him, whereas Waspinator just stood there, fuming. Megatron paced back and forth before them in an almost careless manner as he announced the accusation.

"Waspinator here says that your former comrade Terrorsaur turned him traitor. He says that if not for Terrorsaur's meddling, he would have never conspired to take yours truly offline, yes."

"Slag, I b'lieve him! Tha' Terrorsaur _is_ a descendant of that ol' lyin', traitorin' Starscream!" Quickstrike piped up. "We shoulda never let 'em aboard th'_Darksyde _in the first place!"

All the red Predacon was able to do in retaliation was angrily glare at the cobra-scorpion-bot.

The other members of the crew started mumbling in agreement, rising to full-fledged shouts of accusations.

"Any descendant of Starscream is completely untrustworthy! Quickstrike is right, we never should of let him aboard!" Tarantulas called out, with backing shouts from his comrades.

"Yeah, we should get rid of him and let Waspinator take his place. He's much more useful," Iguanus said. "If Wasp gets out of line again, we can just beat him to slag and he'll get over it."

Scorponok nodded in agreement. "He was a Decepticon before he came. I'd rather have one of them here instead of that glitch-headed traitor."

"But how do we know if he is loyal?" Inferno exclaimed worriedly. "Royalty—make this one prove he is loyal!" he shouted, frantically jabbing his finger towards Waspinator.

"Great idea, Inferno," Megatron praised. "What do you propose he do?"

The response was near-unanimous.

"Kill Terrorsaur!"

The pteranodon-bot jerked backward with wild animalistic fear plain in his optics as every 'bot's stares locked on the wounded traitor with a thirst for death.

"Ah, yes, that is exactly what I was thinking!" Megatron said with mock surprise in his tone. "Waspinator." The mech beckoned him forward. "You heard what your former teammates said. If you wish to have the charges of treachery, betrayal, and attempted murder dropped and rejoin the crew of the _Darksyde_, all you have to do is finish off Terrorsaur and return his empty spark chamber," Megatron spread open his servo, "to me."

Waspinator looked at his former friend. Terrorsaur stared at him pleadingly. If he could still speak, he definitely would have been groveling for forgiveness.

"So…" the commander said, "Will you do it, and prove your loyalty as a Predacon under my command?"

The wasp-bot gave one sharp nod and without a second thought, walked towards the traitor with claws extended. Terrorsaur shrank back and held his one good arm across his chestplate, right above where his spark chamber was housed. Waspinator continued his approach until there was less than an inch between them.

"See you in the Well," Waspinator whispered into his audio receptor, "…traitor-bot."

Terrorsaur was yanked off the ground in less than a nano-klik. The wasp-bot flung him hard to the floor and followed after in a forceful bodyslam. The red Predacon flailed blindly as to dislodge his attacker but it was futile—Waspinator could take more punishment than any other 'bot ever could dream of and he knew it.

Waspinator screamed a primeval battle cry as he hurled Terrorsaur hard across the room, and caused the crowd of Predacons to scatter as the chassis of the traitor whipped past them. The crazed wasp-bot followed, recklessly diving upon the pteranodon-bot with claws wielded and ready for the kill. They smashed hard into Terrorsaur's chestplate as they sought to find their way in.

The Predacons watched in total silence, making the only sound that of metal striking metal.

Suddenly the claws pierced the armor plating and the crew leaned forward eagerly to see the elimination of the traitor.

Terrorsaur's optics flared with pain as his spark chamber was torn clear out of his chest before they blinked out for good. Waspinator held it aloof, watching his enemy's formerly vibrant coloring fade to shades of gray. Slowly and deliberately, he approached Megatron and dropped the still-warm spark chamber in the waiting servo, as instructed. His servo curled around it.

Megatron grinned at Waspinator. "Welcome back, my soldier. Your loyalty has been proven, yes. Now all we have left to do now is dispose of this scrap." Megatron unfolded his hand and the crumpled remains of the spark chamber fell onto the grayed body of Terrorsaur with a small _clink_.

Waspinator smiled inwardly as he watched Rampage haul away the traitor's corpse for disposal. Now both of the 'bots that had done him wrong on this world were gone. Offline forever, never to bother him again.

Now back with the Predacon crew he had initially joined, the wasp-bot decided he would stay with them for as long as need be, even though he still didn't particularly want to be under the command of Megatron. Nonetheless, this was the place for him and life wouldn't be so bad.

With any luck, Waspinator would finally be able to live a lifecycle that would suit him fine.


	17. Chapter 16

CHAPTER 16

When Blackarachnia awoke she was neither on the primitive Earth nor aboard the _Axalon. _The place she was in seemed vaguely familiar, yet the memory of its name and purpose eluded her. Slowly, the femmebot pulled herself from the laying position she'd awoken in and rubbed her optics—yet another odd quirk picked up from her organic form.

Still not sure where she was, Blackarachnia got on her feet to properly register her surroundings. The fuzziness that clouded her processor suddenly dispersed when she recognized that she no longer possessed her techno-organic form but the one that she had been protoformed as. And this place—it was her chamber she had stayed in while training at the Autobot Academy. It was exactly as she left it before leaving for that fateful trip to Archa 7 with Optimus and Sentinel.

Could she really have imagined her whole lifecycle as a techno-organic, as well as her time as a Decepticon or a Maximal? It seemed unlikely, but as more and more kliks passed, Blackarachnia began to think that could be the case.

The femmebot rushed from her room, frantically running from the building to see if anything had changed from her last memory of the Academy. It was as if the visit to the organic planet had never happened and her training had continued as it should have. It was what she had wanted for so many stellar-cycles.

The femmebot, unsure of what to call herself now, looked about for her old friends and fellow cadets, yet no one seemed to be on the campus. It was deserted—completely out of the ordinary. For a few kliks she panicked, wondering if Decepticons had somehow gotten in but the feeling passed, there was no evidence.

_Now this is weird,_ she thought. _Here I am, back at the Academy like I've wanted for so long, but no one's here to make me feel at home._ Once again, she glanced around. _Where _is_ everyone?_

All of a sudden, the femmebot spotted something—another robot besides herself. It was a familiar mech that she had known well as a cadet. Before she could stop herself, she found that she had made her way toward the lone 'bot. Her eagerness to see him was immense, and even if the whole Decepticon and Maximal thing had never happened, she still felt like she had not seen him in uncountable stellar-cycles.

His facial features as well as general appearance was all-too-familiar to the Maximal commander Optimus Primal, who was or wasn't part of the femmebot's imagination. And even though she was quite sure of whom the mech was, she still inquired—just to be sure.

"Optimus?"

He turned around and smiled, optics bright, looking like the eager cadet she had known, not a Prime or Magnus. "Yes, it's me, Elita."

"Oh, thank goodness. I just had the strangest dream where all sorts of… terrible things happened," she began, then stopped and shook her head. "I don't even know where to start."

"I'm sorry, but that wasn't a dream," Optimus said. "It all happened and it was partly my fault, if not all." His faceplate looked unbearably sad, but he smiled slightly. "I brought you here because I know how much you wanted to finish your training here like you were supposed to."

"If this isn't real," Elita asked, "the how are we here?"

The mech sighed heavily and carefully embraced her. "Your life-force is fading… Elita, you're dying."

The news was a shock. She hadn't considered that possibility. Numbly she leaned against Optimus' chestplate and let him hold her there.

"You're here to take me to the Well, right?" Elita asked softly.

"I can't take you yet," the mech replied. "It's not your time."

"But why? I screwed up so many times in my lifecycle that I should be offline." The now-Maximal's response was sullen, uncharacteristic of her.

The Autobot pulled her back slightly. "You have plenty to live for and plenty of stellar-cycles to do so. I can't let you go now."

"What for? You were Magnus and what was I, a—" Optimus cut her off.

"Don't start," he warned, sternly but lightly. It was a lot like the occasional disagreements they had gotten into in the past. Before things got heated, Optimus could usually manage to cut her off with like that before she fired back a sharp response. "You have tons of potential that you haven't realized yet, and if you went offline now, it'd be a waste. Cybertron could really use all of your knowledge, your research to quite an extent. A lot of them have been taking on techno-organic forms recently and you know the best out of any 'bot ever protoformed how they work. Even more than Rhinox," he added with a humorous glint in his optic. "You have so much to offer, you do realize?"

"I see. That's what the AllSpark destined me to be," Elita said. "A scientific experiment." For some reason she felt like reliving one of their old arguments. It was just so familiar and comforting, oddly enough.

"It's not like that." Optimus sounded a bit frustrated. "There are other techno-organics besides you. Your Maximal team—they're all techno-organics, aren't they? And they haven't put you under crazy scientific tests or anything, have they?"

"No."

"See, you're not an experiment. You're the key to understanding these forms. You are worth more than you can ever imagine." His hands curled around hers. "and not just in the scientific community. There are 'bots that need you."

Elita's mind drifted to the 'bots who had been closest to her on the Maximal team. There was Optimus Primal, the kindly commander who had given her the chance to join them in the first place; Rhinox, who repaired her however many times she found herself in bad shape and taught her what he knew of Earth; little Cheetor, the little brother she never had; and finally, Silverbolt, the warrior who'd saved her life. If she was gone, what would they do?

"They need you, Elita, they've seen that you're a good 'bot." Optimus broke through her thoughts.

"You're right, they do," the femmebot said, looking her friend straight in the optic. "I understand now."

Optimus smiled brightly. "I knew you would. You've found your place and it wouldn't be fair if I took you now."

"You're sending me back?" Elita asked, surprised.

The Autobot laughed. "With someone as smart as yourself, I thought you'd figured that out." At first she felt embarrassed but couldn't help but join in with Optimus' laughter. Soon it faded away and the mech's tone turned serious.

"I'm sending you back now. Just know that I'll always be here, watching you from the Well. Take care of yourself."

They hugged one last time and Optimus playfully patted her head. "Remember what I said."

"Yes, sir," Elita responded with a salute that left the mech laughing.

The Academy around them began dissolving into nothing as well as the form of Optimus. Elita felt herself being pulled by an invisible force and took one last, fond look at her friend's faceplate before it was gone forever.

Suddenly she felt her body forcing in a great breath of air. Her optics shot open to see the anxious Maximal faceplates hovering above her. Their melancholy expressions rapidly flipped to shock.

"Blackarachnia!" Optimus said, surprised. "Can you hear me?"

For a nano-kilk, the femmebot could've sworn it was her old friend but then noticed that he had shaggy brown fur, a characteristic of his organic form.

"Yes, Primal," she responded. "I can."

Blackarachnia felt a servo tighten around her own and saw the excited faceplate of Cheetor staring at her with wide, happy eyes.

"You're online!" he purred happily with a gleaming grim.

"I am, Cheetor," she said, freeing her hand to affectionately rub his head. All of a sudden the femmebot was aware of a large presence behind the young 'bot. He had his arms crossed across his sizeable chestplate.

"What's this, the third time I've had to repair you?" Rhinox said with mock anger. His tone softened. "Thank the AllSpark we got you back."

"You almost died, but then you didn't," Cheetor said, trying to claw his way onto the bunk where Blackarachnia was situated only to be held back by Rhinox's large hand.

Optimus Primal smiled, the expression matching perfectly to the last glimpse of Optimus Magnus she had caught. "Someone's looking out for you in the well," he said, looking like he knew what had happened.

Blackarachnia slowly eased herself up into a sitting position. "Yes, I met an old friend of mine," she replied.

"Well, we better let everyone know that you're going to be staying with us," Rhinox said, making as if to leave but was beaten to the job by Cheetor.

"I'll tell them!" he yelled over his shoulder, narrowly missing running into a wall.

Rhinox shook his head. "Better for him to do that than accidently hurt you."

"So… what happened to me? How did I die—" Blackarachnia caught herself. "_almost_ die?"

"You don't remember?" Optimus asked.

"No, not really," the femmebot replied, not wanting to tell the commander why she really had gone out there. And she was sort of telling the truth, since she didn't even remember what happened after Wasp forgave her.

"It was the Predacon Terrorsaur. He must have gotten around the _Axalon's_ sensor system somehow. No one saw it happen, but we're pretty sure he snatched you up or something when you were out for that little walk. Thank goodness you told Silverbolt where you were going. He's the one who found you, you know," Primal explained.

"Wait, Silverbolt?"

"Yes. He noticed that you hadn't come back and went after you. He said that he saw Waspinator fighting Terrorsaur near our outer border where he found you. We theorized that Terrorsaur was trying to take you off-territory but Waspinator intercepted him."

So that was what happened. That red Predacon that hung out with Wasp must have tried to impress his friend by trying to kill her but the former Autobot had just forgiven her and no longer wanted her dead. Maybe Wasp did have some good left in him.

"So Silverbolt brought you all the way back here, even though any 'bot could see that there was no hope for recovery…" Rhinox trailed off. "Yet somehow you did. I'll never understand how you recovered from that," he grunted, cocking his head.

Optimus gave Blackarachnia another knowing look. "You're fine, and back with us. That's what matters," the Maximal commander said gently.

"And this time, be more careful," Rhinox muttered softly yet with a humorous tone. "I don't want you in my repair ward again, almost offline."

"I will, Rhinox, I'll give you a break," the femmebot laughed. Optimus had been right, these 'bots really cared deeply for her despite her unfavorable past. That was a lot to ask for.

"Get some rest now. Your repairs should be done soon, but don't get the idea that you can go back into action right away," Rhinox commanded.

"Yes, Rhinox," Blackarachnia responded and the giant mech left the room, leaving just her and Primal.

"Silverbolt will be glad to know you're going to be okay," the commander said, "He's awfully fond of you, you know."

"He must, he's saved me twice now."

The Maximal smiled at her once again. "I'm glad you're fine too. Rest now, we'll check on you soon. You're very weak again." Halfway through the door, he turned back to take one last relieved glance at Blackarachnia.

Easing herself back down onto her bunk, Blackarachnia finally felt a sense of accomplishment. The Optimus of her time had helped her see this. She was good for something and planned to help out as much as possible. Plus, she didn't have to worry about Wasp anymore. Hopefully he'd be happy as a Predacon, if they would take him back. And she couldn't forget Silverbolt. They had something and it could now be realized.

Life was good. With nothing more to worry about, the femmebot closed her red optics and took her most peaceful recharge in stellar-cycles.


End file.
